REGISTERED NUMBER: 10793507 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2025

for

Gladius Holdings Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Profit and loss account

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

G N Abuaita

T A Abuaita

P G A Abuaita

REGISTERED OFFICE:

Arden House

25 The Courtyard

Gorsey Lane

Coleshill

West Midlands

B46 1JA

REGISTERED NUMBER:

10793507 (England and Wales)

SENIOR STATUTORY AUDITOR:

Susanna D Ault FCA FCCA

AUDITORS:

Tomkinson Teal (Lichfield) LLP

Hanover Court

5 Queen Street

Lichfield

Staffordshire

WS13 6QD

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

FAIR REVIEW OF THE BUSINESS

The results for the year and the financial position are shown in the annexed financial statements.

As an operator of a chain of 27 Costa Coffee sites, 2 Regus buildings and 1 Spaces building, I consider our key performance indicators to be turnover and gross profit. The year ended 31st December 2025 has seen an increase in turnover of 6.6%, this turnover increase is mainly driven by an increase in RRP and transaction growth. There has also been an increase in gross profit of 12.1%, again assisted by the increase in RRP and the continued positive performance of the Regus buildings.

As for many businesses we believe the trading environment that we operate in to be challenging.

PRINCIPAL RISKS AND UNCERTAINTIES

The group operates in a highly competitive market. High street consumer behaviour impacts the group's turnover and the variability of commodity process impact profitability.

The group is continually assessing all risks with an aim to mitigate any future threats these may have on the business, including the increases in utility costs.

With these risks and uncertainties in mind, we are aware that any plans for the future development of the business may be to subject to unforeseen future events outside our control, hence we are constantly assessing our plans in line with the current environment.

SECTION 172(1) STATEMENT

Section 172 of The Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole. In doing so a director of a company must have regard (amongst other matters) to:

a. The likely consequences of any decision in the long term;

b. The interests of the company's employees;

c. The need to foster the company's business relationships with suppliers, customers and others;

d. The impact of the company's operations on the community and the environment;

e. The desirability of the company maintaining a reputation for high standards of business conduct; and;

f. The need to act fairly as between members of the company.

The director believes he has acted in a way that he considers to be in good faith and to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172 (1) (a-f) of the Companies Act).

GOVERNANCE

The group is committed to high standards of corporate governance. The group has a comprehensive range of policies and systems in place to ensure that the coffee shops and business are well-managed, with effective oversight and control.

ON BEHALF OF THE BOARD:

G N Abuaita - Director

30 June 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of retail sale of beverages in specialised stores, letting of flexible office space and exploring other business opportunities.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

G N Abuaita

T A Abuaita

P G A Abuaita

DISABLED PERSONS

The group employed an average of 263 people in the year ended 31 December 2025. Our policies and procedures allow us to

1) Full and fair consideration of applicants for employment of disabled persons, having regards to their aptitudes and abilities;

2) Continuing employment and training of person who become disabled; and;

3) Training, career development and promotion of disabled persons employed by the company.

The group also works hard to create jobs and opportunities for all employees, regardless of gender, age or life stage. Understanding how they feel about the business is vital. The employees are fundamental to the delivery of the company's plans; and the health, safety and wellbeing of our employees is one of our primary considerations in the way we go about our business.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 company and the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Tomkinson Teal (Lichfield) LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

G N Abuaita - Director

30 June 2026

Opinion

We have audited the financial statements of Gladius Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Profit and loss account, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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 group's and of the parent company affairs as at 31 December 2025 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 group's and the parent 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 Statement of Directors' Responsibilities set out on page three, 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 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 the 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 the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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, including fraud, are instances of non-compliance with laws and regulations. We design audit procedures in line with our responsibilities to detect material misstatements arising from irregularities, including fraud.

The risk of not detecting a material misstatement due to fraud is higher than for one arising from error, as fraud may involve deliberate concealment, including collusion or misrepresentation. There are inherent limitations in an audit, and the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely it is that it will be detected.

As part of our audit, we obtained an understanding of the legal and regulatory framework applicable to the company and considered the risks of material misstatement arising from non-compliance. We discussed these risks within the engagement team and designed audit procedures accordingly.

Our procedures included enquiries of management and those charged with governance, review of relevant documentation, and testing of transactions where appropriate. We also addressed the risk of management override of controls by reviewing journal entries and accounting estimates for indicators of bias.

We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Susanna D Ault FCA FCCA (Senior Statutory Auditor)

for and on behalf of Tomkinson Teal (Lichfield) LLP

Hanover Court

5 Queen Street

Lichfield

Staffordshire

WS13 6QD

30 June 2026

REVENUE

13,539,917

12,833,660

Cost of sales

(4,844,461

)

(4,605,334

)

GROSS PROFIT

8,695,456

8,228,326

Administrative expenses

(8,388,025

)

(8,309,313

)

307,431

(80,987

)

Other operating income

89,020

69,947

OPERATING PROFIT/(LOSS)

4

396,451

(11,040

)

Interest receivable and similar income

12,785

7,539

PROFIT/(LOSS) BEFORE TAXATION

409,236

(3,501

)

Tax on profit/(loss)

5

(146,262

)

(2,602

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

262,974

(6,103

)

Profit/(loss) attributable to:

Owners of the parent

262,974

(6,103

)

PROFIT/(LOSS) FOR THE YEAR

262,974

(6,103

)

OTHER COMPREHENSIVE INCOME

Revaluation of property

-

35,000

Income tax relating to other comprehensive income

-

(15,398

)

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

19,602

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

262,974

13,499

Total comprehensive income attributable to:

Owners of the parent

262,974

13,499

FIXED ASSETS

Intangible assets

8

232,173

273,075

Property, plant and equipment

9

7,621,778

8,133,974

Investments

10

3,557,082

-

11,411,033

8,407,049

CURRENT ASSETS

Inventories

11

104,733

93,403

Debtors

12

783,446

788,919

Cash at bank and in hand

1,464,885

1,282,046

2,353,064

2,164,368

CREDITORS

Amounts falling due within one year

13

(2,216,105

)

(2,018,123

)

NET CURRENT ASSETS

136,959

146,245

TOTAL ASSETS LESS CURRENT LIABILITIES

11,547,992

8,553,294

CREDITORS

Amounts falling due after more than one year

14

(7,611,218

)

(4,868,334

)

PROVISIONS FOR LIABILITIES

18

(246,008

)

(257,168

)

NET ASSETS

3,690,766

3,427,792

CAPITAL AND RESERVES

Called up share capital

19

700,000

700,000

Revaluation reserve

20

109,339

109,339

Capital redemption reserve

20

1

1

Retained earnings

20

2,881,426

2,618,452

SHAREHOLDERS' FUNDS

3,690,766

3,427,792

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2026 and were signed on its behalf by:

G N Abuaita - Director

FIXED ASSETS

Intangible assets

8

-

-

Property, plant and equipment

9

3,055,684

3,060,600

Investments

10

4,327,282

770,200

7,382,966

3,830,800

CURRENT ASSETS

Debtors

12

4,069,175

3,873,267

Cash at bank

538,884

650,955

4,608,059

4,524,222

CREDITORS

Amounts falling due within one year

13

(2,935,713

)

(2,173,264

)

NET CURRENT ASSETS

1,672,346

2,350,958

TOTAL ASSETS LESS CURRENT LIABILITIES

9,055,312

6,181,758

CREDITORS

Amounts falling due after more than one year

14

(5,994,921

)

(3,168,574

)

PROVISIONS FOR LIABILITIES

18

(38,900

)

(40,129

)

NET ASSETS

3,021,491

2,973,055

CAPITAL AND RESERVES

Called up share capital

19

700,000

700,000

Revaluation reserve

109,339

109,339

Capital redemption reserve

1

1

Retained earnings

2,212,151

2,163,715

SHAREHOLDERS' FUNDS

3,021,491

2,973,055

Company's profit for the financial year

48,436

155,006

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

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2026 and were signed on its behalf by:

G N Abuaita - Director

Called up

Capital

share

Retained

Revaluation

redemption

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 January 2024

700,100

2,634,555

89,737

1

3,424,393

Changes in equity

Issue of share capital

(100

)

-

-

-

(100

)

Dividends

-

(10,000

)

-

-

(10,000

)

Total comprehensive income

-

(6,103

)

19,602

-

13,499

Balance at 31 December 2024

700,000

2,618,452

109,339

1

3,427,792

Changes in equity

Total comprehensive income

-

262,974

-

-

262,974

Balance at 31 December 2025

700,000

2,881,426

109,339

1

3,690,766

Called up

Capital

share

Retained

Revaluation

redemption

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 January 2024

700,000

2,018,709

89,737

1

2,808,447

Changes in equity

Dividends

-

(10,000

)

-

-

(10,000

)

Total comprehensive income

-

155,006

19,602

-

174,608

Balance at 31 December 2024

700,000

2,163,715

109,339

1

2,973,055

Changes in equity

Total comprehensive income

-

48,436

-

-

48,436

Balance at 31 December 2025

700,000

2,212,151

109,339

1

3,021,491

Cash flows from operating activities

Cash generated from operations

1

844,084

2,080,946

Tax paid

98,486

(133,710

)

Net cash from operating activities

942,570

1,947,236

Cash flows from investing activities

Purchase of intangible fixed assets

(5,000

)

(4,000

)

Purchase of tangible fixed assets

(331,203

)

(4,124,489

)

Purchase of fixed asset investments

(3,557,082

)

-

Sale of intangible fixed assets

-

30,000

Interest received

12,785

7,539

Net cash from investing activities

(3,880,500

)

(4,090,950

)

Cash flows from financing activities

New loans in year

3,140,500

2,892,000

Loan repayments in year

-

(109,730

)

Loan to Central Coffee Ltd

(6,226

)

-

Loan to Symor Assets Limited

(10,500

)

-

Amount introduced by directors

9,500

5,750

Amount withdrawn by directors

(12,505

)

(23,865

)

Share issue

-

(100

)

Equity dividends paid

-

(10,000

)

Net cash from financing activities

3,120,769

2,754,055

Increase in cash and cash equivalents

182,839

610,341

Cash and cash equivalents at beginning of year

2

1,282,046

671,705

Cash and cash equivalents at end of year

2

1,464,885

1,282,046

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit/(loss) before taxation

409,236

(3,501

)

Depreciation charges

883,162

797,235

Loss/(profit) on disposal of fixed assets

6,139

(16,252

)

Finance income

(12,785

)

(7,539

)

1,285,752

769,943

Increase in inventories

(11,330

)

(25,387

)

Increase in trade and other debtors

(129,627

)

(108,564

)

(Decrease)/increase in trade and other creditors

(300,711

)

1,444,954

Cash generated from operations

844,084

2,080,946

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31/12/25

1/1/25

£

£

Cash and cash equivalents

1,464,885

1,282,046

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

1,282,046

671,705

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/25

Cash flow

At 31/12/25

£

£

£

Net cash

Cash at bank and in hand

1,282,046

182,839

1,464,885

1,282,046

182,839

1,464,885

Total

1,282,046

182,839

1,464,885

1.	STATUTORY INFORMATION

Gladius Holdings Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Turnover

Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of nil years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property

-

No depreciation

Improvements to property

-

10% on cost and Straight line over the life of the lease

Plant and machinery

-

20% on cost, 15% on reducing balance and 10% on cost

Fixtures and fittings

-

33% on cost and 10% on cost

Motor vehicles

-

25% on reducing balance

Computer equipment

-

10% on cost

Freehold property is initially measured at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently, it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Gladius Holdings Ltd acquired 100% of the share capital in Central Coffee Ltd on 19 December 2025. The results for the period from acquisition to 31 December 2025 have not been included in the consolidated group accounts as the inclusion would not materially affect the true and fair view of the consolidated financial statements.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.