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Registered number: 12470357 NOON GROUP HOLDINGS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
NOON GROUP HOLDINGS LIMITED COMPANY INFORMATION
Directors | Matthew Noon
| Richard Kenneth Noon
| Stephen Kenneth Noon
Registered number | 12470357
Registered office | Major House
| Wimsey Way
| Somercotes
| Alfreton
| DE55 4LS
Independent auditors | PKF Smith Cooper Audit Limited
| Statutory Auditors
| Prospect House
| 1 Prospect Place
| Millennium Way
| Derby
| DE24 8 HG
NOON GROUP HOLDINGS LIMITED CONTENTS
| Page
Group strategic report | 1 - 3
Directors' report | 4 - 5
Independent auditors' report | 6 - 9
Consolidated statement of comprehensive income | 10
Consolidated balance sheet | 11
Company balance sheet | 12
Consolidated statement of changes in equity | 13
Company statement of changes in equity | 14
Consolidated statement of cash flows | 15
Consolidated analysis of net debt | 16
Notes to the financial statements | 17 - 34
NOON GROUP HOLDINGS LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present the strategic report for the year ended 31 December 2025.
Business review
The Group has achieved turnover of £21,649,432, up 3% on prior year (2024: £21,025,199) for the period ended 31st December 2025. The Group generated a profit before tax of £3,527,595 (2024: £3,983,657) and continues to maintain a strong and passionate workforce employing 44 members of staff. The turnover growth has been achieved by investing in our workforce, fostering a collaborative approach and generating demand at end user level. The Group has net assets of £14,609,338 (2024: £12,523,335) and net current assets of £11,168,505 (2024: £11,787,839) highlighting the financial performance in the year and the strength of The Group overall. The Group has a liquidity ratio of 5.6:1 (2024: 6.2:1) which shows current debt is sufficiently covered by The Group's cash and debtor balances.
Principal risks and uncertainties
The Group has considered the principal risks and uncertainties to which it is exposed, and this is taken into account when making key strategic decisions. The main risks to the Group include rising business costs including interest rates, increased regulation, foreign currency exposure, supply chain interruptions and competition. The Directors constantly monitor all potential challenges to the business and proactively take steps to reduce the likelihood and/or impact of all risks. One way the Group reduces foreign currency exposure is to enter forward currency contracts. These can have specific end dates or be open for one to six months, providing flexibility over the drawdown and timing of foreign currency loan repayments. Forward contracts are a great way of having visibility of the cost of purchases for a period of time allowing us to provide more certainty to customers on price. The Group now has the highest stock levels ever which has helped significantly with ensuring our customers’ demands are served as quickly as possible following investment in storage space. At the same time, import loans are being paid off sooner, not only to reduce our reliance on the credit facility with the bank, but also to reduce the impact of high interest rates. The impact on cash flow has been offset by cash generated from increased sales, made possible by holding higher stock levels. Page 1
NOON GROUP HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Development and performance
The Group strives to set itself apart from the competition in many ways. Foot scanning days, wearer trials and liaising with end users directly to bring new, market-led, styles to the safety footwear marketplace. Expanding on the popularity of our vegan-friendly safety footwear, we researched, tested, and developed Bloom and Solum materials into our footwear. Bloom is an algae-derived, bio-based alternative to standard midsole materials, reducing our reliance on fossil fuel-based plastics and Solum slowly releases positive nutrients into the ecosystem, promoting healthy soils beneath your feet. The Group has been changing the materials and components of all its styles in order to comply with ever-changing legislation, improve sustainability and reduce co2 emissions, wherever possible. This includes switching all of our penetration midsole protection materials to include new advanced technologies and removing PFAS chemicals from our materials. We have upgraded approximately 95% of our product range to include elements of sustainability, including rPET woven labels, lining, laces and Biomaterial eco-friendly footbeds where possible. Rockfall are constantly striving to satisfy the demands of our wearers, we do this by actively engaging with end-users, looking for gaps in the market, researching appropriate materials and incorporating these into our latest products. These changes do not happen overnight, we need to research, source and test each new material in every product to ensure they meet the relevant safety standards, and all being sourced from ethically certified suppliers. However, we do not stop there, our objective is to continue to reduce our impact on the environment and to endeavour to be as close to net-zero as possible. We do this by working with organisations such as Positive Planet; employing them to help analyse our operations to target the best ways of reducing emissions. This ensures we don’t rely on carbon credits to pay for tree planting or other inappropriate projects when we can embed corporate and social responsibility into our company culture as well as our brand. We continue to invest in R-Lab, our own product testing facility, which will have the benefit of helping our designers to move faster on new developments, bring new technology to market and ensure we remain as market leaders in safety footwear. The Group is also: • Only using 100% green electricity suppliers • Supporting the local Derbyshire Wildlife Trust • Combining shipments so we use fewer vessels to transport stock • Using local suppliers for cardboard recycling • Investing in workplace charging • Using GHG Protocol Compliant Emissions Reporting Benefits to our customers: • Working with an ethical brand who are striving to achieve credible targets in sustainability • A wider customer choice of more sustainable products and Vegan styles • First to market with newly developed and highly advanced materials and technologies We believe one of our biggest investments must be in our workforce, our staff are the lifeblood of the business and we ensure that we pay the National Living Wage, invest in their care by having trained mental health first aiders and offer them growth. Our staff are encouraged to take training courses and further their skills in areas related to their roles within the business, as our business grows these costs magnify, but employee development is an asset for future expansion. Page 2
NOON GROUP HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Financial key performance indicators
Key performance indicators for the Group are turnover, liquidity ratio, gross margin and net margin.
| 2025 | 2024
Turnover £'000 | 21,649 | 21,025
Liquidity ratio | 5.6:1 | 6.2:1
Gross margin £'000 | 7,504 | 7,214
Gross margin % | 34.7 | 34.3
Net margin £'000 | 3,528 | 3,984
Net margin % | 16.3 | 18.9
Other key performance indicators
The Group takes IT and Security seriously, investing in new systems, upgrades and replacements including training all staff on cyber threats, increasing two factor authentication methods, Password Managers, Cloud Storage, Servers, CCTV and upgraded equipment. This report was approved by the board on 24 July 2026 and signed on its behalf.
Richard Kenneth Noon Director
Page 3
NOON GROUP HOLDINGS 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 Group strategic report, the Directors' report and the consolidated 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 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 for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The principle activity of the company continued to be that of a holding company. The principal acitivity of the Group continues to be that of purchasing, manufacturing and resale of footwear through wholesale and retail distribution.
Results and dividends
The profit for the year, after taxation, amounted to £2,723,352 (2024 - £3,105,130). Ordinary dividends were paid amounting to £637,349 (2024: £474,179). The directors do not recommend payment of a further dividend.
Directors
The directors who served during the year were:
Matthew Noon
Richard Kenneth Noon
Stephen Kenneth Noon
Future developments
There are no future developments to note. Page 4
NOON GROUP HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
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 and the Group'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 and the Group's auditors are aware of that information.
Auditors
The auditors, PKF Smith Cooper Audit Limited, will be proposed for reappointment in accordance with section 487(2) of the Companies Act 2006. This report was approved by the board on 24 July 2026 and signed on its behalf.
Richard Kenneth Noon Director
Page 5
NOON GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOON GROUP HOLDINGS LIMITED
Opinion
We have audited the financial statements of Noon Group Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity, the Consolidated analysis of net debt 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 Group's and of the Parent Company's 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 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 Group's or 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. Page 6
NOON GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOON GROUP HOLDINGS 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 Group 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 Group 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 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 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 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 Directors' responsibilities statement set out on page 4, 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 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. Page 7
NOON GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOON GROUP HOLDINGS 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 Group 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: Based on our understanding of the Group and industry, we identify the key laws and regulations affecting the Group and Company. We identified that the principal risk of fraud or non-compliance with laws and regulations related to: • Management bias in respect of accounting estimates and judgements made; • Management override of control; • Posting of unusual journals or transactions. We focused on those areas that could give rise to a material misstatement in the Group financial statements. Our procedures included, but were not limited to: • Enquiry of management and those charged with governance around actual and potential litigation and claims, including instances of non-compliance with laws and regulations and fraud. • Reviewing minutes of meetings of those charged with governance where available. • Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud. • Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. • Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report. Page 8
NOON GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOON GROUP HOLDINGS LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. James Delve (Senior statutory auditor) for and on behalf of PKF Smith Cooper Audit Limited Statutory Auditors Prospect House 1 Prospect Place Millennium Way Derby DE24 8HG 24 July 2026 Page 9
NOON GROUP HOLDINGS LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 21,649,432 | 21,025,199
Cost of sales |  | (14,145,904) | (13,811,403)
Gross profit |  | 7,503,528 | 7,213,796
Administrative expenses |  | (4,179,997) | (3,335,252)
Other operating income | 5 | 98,732 | 3,061
Operating profit | 6 | 3,422,263 | 3,881,605
Interest receivable and similar income | 10 | 119,301 | 180,105
Interest payable and similar expenses | 11 | (13,969) | (78,053)
Profit before tax |  | 3,527,595 | 3,983,657
Tax on profit | 12 | (804,243) | (878,527)
Profit for the financial year |  | 2,723,352 | 3,105,130
Profit for the year attributable to: |
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 17 to 34 form part of these financial statements.
Page 10
NOON GROUP HOLDINGS LIMITED REGISTERED NUMBER: 12470357 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 14 |  | 24,780 |  | 11,277
Tangible assets | 15 |  | 3,497,678 |  | 779,415
Investments | 16 |  | 2,767 |  | -
|  |  | 3,525,225 |  | 790,692
Current assets |  |  |  |  |
Stocks | 17 | 3,998,167 |  | 4,038,397 |
Debtors: amounts falling due within one year | 18 | 4,152,080 |  | 3,361,312 |
Cash at bank and in hand | 19 | 5,446,594 |  | 6,610,105 |
|  | 13,596,841 |  | 14,009,814 |
Creditors: amounts falling due within one year | 20 | (2,428,336) |  | (2,221,975) |
Net current assets |  |  | 11,168,505 |  | 11,787,839
Total assets less current liabilities |  |  | 14,693,730 |  | 12,578,531
Provisions for liabilities |  |  |  |  |
Deferred tax | 21 |  | (84,392) |  | (55,196)
Net assets |  |  | 14,609,338 |  | 12,523,335
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 100 |  | 100
Other reserve | 23 |  | 4,375,347 |  | 4,375,347
Profit and loss account | 23 |  | 10,233,891 |  | 8,147,888
|  |  | 14,609,338 |  | 12,523,335
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Richard Kenneth Noon
Director
Date: 24 July 2026
The notes on pages 17 to 34 form part of these financial statements. Page 11
NOON GROUP HOLDINGS LIMITED REGISTERED NUMBER: 12470357 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 15 |  | 3,100,318 |  | 433,676
Investments | 16 |  | 101 |  | 101
|  |  | 3,100,419 |  | 433,777
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 18 | 46,151 |  | 217,714 |
Cash at bank and in hand | 19 | 2,048,795 |  | 3,138,598 |
|  | 2,094,946 |  | 3,356,312 |
Creditors: amounts falling due within one year | 20 | (1,365,557) |  | (233,800) |
Net current assets |  |  | 729,389 |  | 3,122,512
Total assets less current liabilities |  |  | 3,829,808 |  | 3,556,289
Provisions for liabilities |  |  |  |  |
Deferred taxation | 21 | (55,816) |  | (20,880) |
|  |  | (55,816) |  | (20,880)
Net assets |  |  | 3,773,992 |  | 3,535,409
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 100 |  | 100
Profit and loss account |  |  | 3,773,892 |  | 3,535,309
|  |  | 3,773,992 |  | 3,535,409
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Richard Kenneth Noon
Director
Date: 24 July 2026
The notes on pages 17 to 34 form part of these financial statements. Page 12
NOON GROUP HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Other reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 100 | 4,375,347 | 5,536,937 | 9,912,384
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 3,105,130 | 3,105,130
Total comprehensive income for the year | - | - | 3,105,130 | 3,105,130
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (494,179) | (494,179)
Total transactions with owners | - | - | (494,179) | (494,179)
At 1 January 2025 | 100 | 4,375,347 | 8,147,888 | 12,523,335
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 2,723,352 | 2,723,352
Total comprehensive income for the year | - | - | 2,723,352 | 2,723,352
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (637,349) | (637,349)
Total transactions with owners | - | - | (637,349) | (637,349)
At 31 December 2025 | 100 | 4,375,347 | 10,233,891 | 14,609,338
| The notes on pages 17 to 34 form part of these financial statements.
Page 13
NOON GROUP HOLDINGS LIMITED COMPANY 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 | 100 | 1,659,621 | 1,659,721
Comprehensive income for the year |  |  |
Profit for the year | - | 2,369,868 | 2,369,868
Total comprehensive income for the year | - | 2,369,868 | 2,369,868
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (494,179) | (494,179)
Total transactions with owners | - | (494,179) | (494,179)
At 1 January 2025 | 100 | 3,535,310 | 3,535,410
Comprehensive income for the year |  |  |
Profit for the year | - | 875,931 | 875,931
Total comprehensive income for the year | - | 875,931 | 875,931
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (637,349) | (637,349)
Total transactions with owners | - | (637,349) | (637,349)
At 31 December 2025 | 100 | 3,773,892 | 3,773,992
| The notes on pages 17 to 34 form part of these financial statements.
Page 14
NOON GROUP HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for financial year | 3,422,263 | 3,881,605
Adjustments for: |  |
Amortisation of intangible assets | 7,606 | 4,705
Depreciation of tangible assets | 119,188 | 110,632
Loss on disposal of tangible assets | 10,802 | 1,119
Decrease/(increase) in stocks | 40,232 | (581,883)
Increase in debtors | (790,866) | (271,497)
Increase in creditors | 1,213,139 | 152,833
Corporation tax paid | (899,310) | (867,464)
Net cash generated from operating activities | 3,123,054 | 2,430,050
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (21,110) | (15,537)
Purchase of tangible fixed assets | (2,873,830) | (253,460)
Sale of tangible fixed assets | 25,576 | 11,087
Purchase of unlisted and other investments | (2,767) | -
Interest received | 122,750 | 180,105
Net cash from investing activities | (2,749,381) | (77,805)
Cash flows from financing activities |  |
Repayment of loans | (885,866) | (591,750)
Dividends paid | (637,349) | (494,179)
Interest paid | (13,969) | (78,053)
Net cash used in financing activities | (1,537,184) | (1,163,982)
Net (decrease)/increase in cash and cash equivalents | (1,163,511) | 1,188,263
Cash and cash equivalents at beginning of year | 6,610,105 | 5,421,842
Cash and cash equivalents at the end of year | 5,446,594 | 6,610,105
Cash and cash equivalents at the end of year comprise: |  |
Cash At Bank And In Hand | 5,446,594 | 6,610,105
The notes on pages 17 to 34 form part of these financial statements.
Page 15
NOON GROUP HOLDINGS LIMITED CONSOLIDATED 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 | 6,610,105 | (1,163,511) | 5,446,594
Debt due within 1 year | (885,866) | (350,034) | (1,235,900)
| 5,724,239 | (1,513,545) | 4,210,694
The notes on pages 17 to 34 form part of these financial statements.
Page 16
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Noon Group Holdings Limited is a private company limited by shares and incorporated in England and Wales. The registered office is Major House, Wimsey Way, Somercotes, Alfreton, DE55 4LS. The company registration number is 12470357. The Group consists of Noon Group Holdins Limited and all of it's subsidiaries. 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 17
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company and Group's'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. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.4 | Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover 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 turnover is recognised: Sale of goods Turnover from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of turnover can be measured reliably; ∙it is probable that the Group 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 Group 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. Page 18
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | 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.
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.10 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds. Page 19
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | 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 and the Group operate and generate 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; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. 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.
| 2.12 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Amortisation is provided on the following bases:
|  |  |  | Computer software | - | 33% | straight line
| 2.13 | 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 20
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | Tangible fixed assets (continued)
Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, see rates below. Depreciation is provided on the following basis:
|  |  |  | Freehold property | - |  | no depreciation is charged
|  |  |  | Leasehold property | - | 20% | straight line
|  |  |  | Plant and machinery | - | 15% | - 25% reducing balance and 33% straight line
|  |  |  | Motor vehicles | - | 25% | reducing balance
|  |  |  | Fixtures and fittings | - | 10% | -33% straight line
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.
| 2.14 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Unlisted assets are valued at cost less accumulated impairment. The impairment will be remeasured at each balance sheet date.
| 2.15 | 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 comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location. 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 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.
| 2.16 | 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.
| 2.17 | 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 Consolidated 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 Group's cash management. Page 21
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.18 | 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.
| 2.19 | 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.
| 2.20 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. 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 Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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. Other financial instruments Page 22
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.20 | Financial instruments (continued)
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
| 2.21 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the Group’s accounting policies, the directors 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 period. The directors do not consider there to be any key sources of estimation uncertainty other than not providing for depreciation on freehold property based on the opinion that the estimated residual value of the buildings are not materially different from the carrying value.
4. | Turnover
The whole of the turnover is attributable to the resale of footwear through wholesale and retail distribution outlets. Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 20,170,741 | 19,651,941
| Rest of Europe | 839,850 | 764,272
| Rest of the world | 638,841 | 608,986
|  | 21,649,432 | 21,025,199
Page 23
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating income | 74,125 | -
| Net rents receivable | 2,376 | 605
| Sundry income | 22,231 | 2,456
|  | 98,732 | 3,061
6. | Operating profit
| The operating profit is stated after charging/(crediting):
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Research & development charged as an expense | 90,315 | 98,631
| Loss/(gain) on exchange differences | 351,664 | (43,236)
| Other operating lease rentals | 368,739 | 356,464
| Loss on disposal of tangible fixed assets | 10,802 | 1,119
| Amortisation of intangible assets | 7,606 | 4,705
| Depreciation of owned tangible fixed assets | 119,188 | 110,295
7. | Auditors' remuneration
| During the year, the Group obtained the following services from the Group's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the 's auditors for the audit of the consolidated and Parent Company's financial statements | 12,250 | 8,820
Page 24
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 1,636,766 | 1,473,238
| Social security costs | 202,946 | 149,215
| Cost of defined contribution scheme | 188,056 | 157,458
|  | 2,027,768 | 1,779,911
| Included in the amounts above are directors' pension contributions of £100,338 (2024: £120,869)
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Employees | 47 | 44 | 3 | 3
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 37,710 | 32,505
10. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 119,301 | 180,105
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 13,969 | 72,305
| Other interest payable | - | 5,748
|  | 13,969 | 78,053
Page 25
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 838,155 | 983,112
| Adjustments in respect of previous periods | (63,108) | (121,405)
| Total current tax | 775,047 | 861,707
| Deferred tax |  |
| Origination and reversal of timing differences | 29,196 | 16,820
| Total deferred tax | 29,196 | 16,820
| Tax on profit | 804,243 | 878,527
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 3,527,595 | 3,983,657
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 881,899 | 995,914
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 2,012 | 3,631
| Adjustments to tax charge in respect of prior periods | (63,108) | (121,405)
| Fixed asset differences | 387 | 387
| Additional deduction for land remidiation expenditure | (16,947) | -
| Total tax charge for the year | 804,243 | 878,527
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 26
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Recognised as distributions to equity holders | 637,349 | 494,179
14. | Intangible assets
| Group
|  | Computer software
|  | £
| Cost |
| At 1 January 2025 | 93,214
| Additions | 21,110
| At 31 December 2025 | 114,324
| Amortisation |
| At 1 January 2025 | 81,937
| Charge for the year | 7,607
| At 31 December 2025 | 89,544
| Net book value |
| At 31 December 2025 | 24,780
| At 31 December 2024 | 11,277
Page 27
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Tangible fixed assets
| Group
|  | Freehold property | Leasehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Total
|  | £ | £ | £ | £ | £ | £
| Cost |  |  |  |  |  |
| At 1 January 2025 | 425,687 | 7,737 | 80,742 | 356,575 | 163,434 | 1,034,175
| Additions | 2,666,228 | 28,500 | 18,667 | 139,061 | 21,374 | 2,873,830
| Disposals | - | - | (41,568) | (63,837) | - | (105,405)
| At 31 December 2025 | 3,091,915 | 36,237 | 57,841 | 431,799 | 184,808 | 3,802,600
| Depreciation |  |  |  |  |  |
| At 1 January 2025 | - | 4,512 | 49,406 | 106,303 | 94,540 | 254,761
| Charge for the year | - | 3,584 | 13,128 | 76,743 | 25,733 | 119,188
| Disposals | - | - | (28,329) | (40,698) | - | (69,027)
| At 31 December 2025 | - | 8,096 | 34,205 | 142,348 | 120,273 | 304,922
| Net book value |  |  |  |  |  |
| At 31 December 2025 | 3,091,915 | 28,141 | 23,636 | 289,451 | 64,535 | 3,497,678
| At 31 December 2024 | 425,687 | 3,225 | 31,336 | 250,273 | 68,894 | 779,415
Page 28
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 15.Tangible fixed assets (continued)
| Company
|  | Freehold property | Fixtures and fittings | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2025 | 425,687 | 7,989 | 433,676
| Additions | 2,666,228 | 510 | 2,666,738
| At 31 December 2025 | 3,091,915 | 8,499 | 3,100,414
| Depreciation |  |  |
| At 1 January 2025 | - | - | -
| Charge for the year on owned assets | - | 96 | 96
| At 31 December 2025 | - | 96 | 96
| Net book value |  |  |
| At 31 December 2025 | 3,091,915 | 8,403 | 3,100,318
| At 31 December 2024 | 425,687 | 7,989 | 433,676
16. | Fixed asset investments
| Group
|  | Unlisted investments
|  | £
| Cost or valuation |
| Additions | 2,767
| At 31 December 2025 | 2,767
Page 29
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| Company
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 January 2025 | 101
| At 31 December 2025 | 101
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Rockfall UK Limited | UK | Ordinary | 100%
| Rockfall North America Limited | UK | Ordinary | 100%
| All subsidiaries are directly owned, have prepared their financial statements to 31 December 2025 and are included within the consolidated financial statements.
17. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Finished goods and goods for resale | 3,998,167 | 4,038,397
| The difference between purchase price or production cost of stocks and their replacement cost is not material.
18. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 3,927,529 | 3,059,457 | - | -
| Amounts owed by group undertakings | - | - | 201 | 107,995
| Other debtors | 45,951 | 109,664 | 45,950 | 109,719
| Prepayments and accrued income | 178,600 | 192,191 | - | -
|  | 4,152,080 | 3,361,312 | 46,151 | 217,714
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
Page 30
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
19. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and cash equivalents | 5,446,594 | 6,610,105 | 2,048,795 | 3,138,598
| Included in the above are cash eqivalents of £3,397,799 for the Group and £2,048,795 for Noon Group Holdings Limited.
20. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Import loan facility | - | 885,866 | - | -
| Trade creditors | 211,608 | 326,376 | 21,239 | 912
| Amounts owed to group undertakings | - | - | - | 101
| Corporation tax | 236,914 | 357,729 | 96,487 | 176,183
| Other taxation and social security | 83,144 | 98,151 | - | 53,928
| Other creditors | 1,380,417 | 127,215 | 1,241,109 | 1
| Accruals and deferred income | 516,253 | 426,638 | 6,722 | 2,675
|  | 2,428,336 | 2,221,975 | 1,365,557 | 233,800
| Amounts owed to group undertakings are unsecured, interest free and repayable on demand. There is a debenture including fixed charge over all present freehold and leasehold property. First fixed charge over books and other debts, chattels, goodwill and uncalled capital both present and future. As of 10 November 2025, there is an Unlimited Multilateral Guarantee for all entities within the Noon Group Holdings Limited.Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Page 31
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
21. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (55,196)
| Charged to profit or loss | (29,196)
| At end of year | (84,392)
| Company
|  | 2025
|  | £
| At beginning of year | (20,880)
| Charged to profit or loss | (34,936)
| At end of year | (55,816)
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Accelerated capital allowances | (85,402) | (37,991) | (55,816) | (20,880)
| Short term timing differences | 1,010 | (17,205) | - | -
|  | (84,392) | (55,196) | (55,816) | (20,880)
22. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 34 (2024 - 60) Ordinary A shares of £1.00 each | 34 | 60
|  | 33 (2024 - 20) Ordinary B shares of £1.00 each | 33 | 20
|  | 33 (2024 - 20) Ordinary C shares of £1.00 each | 33 | 20
|  |  | 100 | 100
| Each class of share has full rights in the company with respect to voting, dividends and distributions. During the year, 13 A shares were converted to B shares, and 13 A shares were converted to C shares.
Page 32
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
23. | Reserves
Other Reserve A reserve arising on consilidation as a result of applying merger accounting, representing the difference between book values aquried and consideration paid upon acquisition of subsidiary investments. Profit and loss account Includes all distributable current and prior period retained earnings.
24. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £188,056 (31 December 2024: £157,458). Contributions totalling £8,375 (31 December 2024: £7,266) were payable to the fund at the balance sheet date and are included in creditors.
25. | Commitments under operating leases
| At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 171,150 | 175,743
| Later than 1 year and not later than 5 years | 14,208 | 185,358
|  | 185,358 | 361,101
26. | Related party transactions
| During the year, the Group paid £69,600 (2024: £71,200) in respect of rent charges to a director. Included within other debtors is a directors loan account totalling £nil (2024: £100). This loan is unsecured, interest free and repayable on demand. Included within other creditors is a directors loan account totalling £1,236,000 (2024: £nil). This loan is unsecured, interest free and repayable on demand. No one outside of the directors are considered to be key management personnel.
27. | Post balance sheet events
There have been no material events occurring between the balance sheet date and the date of approval of these financial statements which require adjustment to, or disclosure in, the financial statements. Page 33
NOON GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
28. | Controlling party
There is not considered to be an ultimate controlling party as no individual owns more than 50% of the issued share capital in Noon Group Holdings Limited.
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