Company registration number 14543212 (England and Wales)
TOHC Holdings Limited
Annual report and financial statements
For the year ended 31 August 2025
TOHC Holdings Limited
Company information
Directors
Mr T E G Humphrey
Mr P J Burrows
Mr J E Allan
Company number
14543212
Registered office
The Glades Festival Way
Festival Park
Stoke-On-Trent
Staffordshire
United Kingdom
ST1 5SQ
Auditor
Kreston Reeves Audit LLP
9 Donnington Park
85 Birdham Road
Chichester
West Sussex
PO20 7AJ
TOHC Holdings Limited
Contents
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 8
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 35
TOHC Holdings Limited
Strategic report
For the year ended 31 August 2025
- 1 -

The directors present the strategic report for the year ended 31 August 2025.

Review of the business

During the year, Group turnover increased by £1.6m (14%) to £13.0m (2024: £11.4m), driven by continued growth in the UK contract manufacturing market in which the Group's subsidiaries operate, together with sustained demand from business-to-business customers.

Gross margin reduced to 28% (2024: 47%) due to high materials costs which have subsequently been managed down, whilst operating profit was £1.0m (2024: £1.5m). The prior year tax charge benefited from one-off favourable adjustments that did not recur, resulting in profit for the year of £649k (2024: £1,427k).

In July 2025, the Group took on an additional unit at its manufacturing plant at Longlands Road, Bicester, expanding capacity to support further growth.

As a result, net assets increased to £1.9m (2024: £1.4m), while cash balances rose to £2.2m (2024: £1.8m), further strengthening the Group's financial position.

Principal risks and uncertainties

The Group operates in the UK food supplement manufacturing market, which has continued to grow in recent years, supported by rising consumer demand for health and wellness products and estimated by Mintel at approximately £1.7bn in 2025.

Given its focus on business-to-business customers, the Group remains exposed to the potential loss of any single large customer; this risk is mitigated through the ongoing development of its customer base and product range. The Group is also exposed to credit and liquidity risk in the normal course of business, managed through customer credit checks and close monitoring of cash resources, and to input cost inflation on raw materials, packaging and energy, which is managed through procurement and pricing.

The Group has moderate exposure to foreign currency risk on a small proportion of EUR and USD denominated transactions, and continues to monitor regulatory developments affecting food supplement labelling and claims in the UK and export markets.

Key performance indicators

The directors consider turnover, gross margin and operating profit to be the Key Performance Indicators of the Group.

On behalf of the board

Mr T E G Humphrey
Director
12 August 2026
TOHC Holdings Limited
Directors' report
For the year ended 31 August 2025
- 2 -

The directors present their annual report and financial statements for the year ended 31 August 2025.

Principal activities

The principal activity of the group continued to be that of packaging activities, production and retail of health supplements and vitamins.

The principal activity of the company is that of a holding company and hire of equipment.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £153,317 (2024 - £148,457). The directors do not recommend payment of a further dividend.

Directors

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

Mr T E G Humphrey
Mr P J Burrows
Mr J E Allan
Auditor

In accordance with Section 485 of the Companies Act 2006, The Oxford Health Company appointed Kreston Reeves as its statutory auditor. This appointment was made by the Board of Directors on 12th June 2025.

Statement of directors' responsibilities

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

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

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

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

TOHC Holdings Limited
Directors' report (continued)
For the year ended 31 August 2025
- 3 -
Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.true

Statement of disclosure to auditor

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

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the small companies regime.

On behalf of the board
Mr T E G Humphrey
Director
12 August 2026
TOHC Holdings Limited
Independent auditor's report
To the members of TOHC Holdings Limited
- 4 -

Qualified opinion

We have audited the financial statements of TOHC Holdings Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 August 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Consolidated Statement of Cash Flows, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, 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 August 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 qualified opinion

We were not appointed as auditor of the company until after 31 August 2024 and thus did not observe the counting of physical inventories at the end of that period. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 August 2024, which are included in the balance sheet at £2,332,051, by using other audit procedures.

Consequently, we were unable to determine whether any adjustment to this amount at 31 August 2024 was necessary or whether there was any consequential effect on the cost of sales for the period ended 31 August 2025. In addition, were any adjustment to the inventory balance at 31 August 2024 to be required (or consequential effect), the strategic report would also need to be amended.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 qualified 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 and 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.

TOHC Holdings Limited
Independent auditor's report (continued)
To the members of TOHC Holdings Limited
- 5 -

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the inventory quantities of £2,332,051 held at 31 August 2024. We have concluded that where the other information refers to that inventory balance or related balances, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, 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 Directors’ report have been prepared in accordance with the applicable legal requirements.

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic report or the Directors' report.

Arising solely from the limitation on the scope of our work related to inventory, referred to above:

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

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

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 2, 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 and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so

TOHC Holdings Limited
Independent auditor's report (continued)
To the members of TOHC Holdings Limited
- 6 -
Auditor's 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 auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Capability of the audit in detecting irregularities, including fraud

Based on our understanding of the company and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and taxation legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure and management bias in accounting estimates and judgmental areas of the financial statements such as the valuation of stock. Audit procedures performed by the company engagement team included:

- Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including health and safety) and fraud; and

- Assessment of identified fraud risk factors; and

- Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud; and

- Challenging assumptions and judgements made by management in its significant accounting estimates; and

- Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and

- Reading minutes of meetings of those charged with governance; and

- Physical inspection of tangible assets susceptible to fraud or irregularities; and

- Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions; and

- Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation.

TOHC Holdings Limited
Independent auditor's report (continued)
To the members of TOHC Holdings Limited
- 7 -

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.

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Other matters which we are required to address

The prior period financial statements for the period ended 31 August 2024 were not audited. Accordingly, the corresponding figures presented as part of the financial statements for the year ended 31 August 2025 are unaudited.

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 Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

TOHC Holdings Limited
Independent auditor's report (continued)
To the members of TOHC Holdings Limited
- 8 -
Simon Webber BA (Hons) DChA FCA (Senior Statutory Auditor)
For and on behalf of Kreston Reeves Audit LLP, Statutory Auditor
Accountants
9 Donnington Park
85 Birdham Road
Chichester
West Sussex
PO20 7AJ
12 August 2026
TOHC Holdings Limited
Group statement of comprehensive income
For the year ended 31 August 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
12,980,997
11,395,394
Cost of sales
(9,376,416)
(6,015,211)
Gross profit
3,604,581
5,380,183
Administrative expenses
(2,647,420)
(3,853,639)
Other operating income
4,188
6,986
Operating profit
4
961,349
1,533,530
Interest receivable and similar income
7
14,497
219
Interest payable and similar expenses
8
(62,299)
(66,334)
Profit before taxation
913,547
1,467,415
Tax on profit
9
(264,522)
(40,517)
Profit for the financial year
26
649,025
1,426,898
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
TOHC Holdings Limited
Group Statement of financial position
As at 31 August 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Other intangible assets
11
6,895
8,180
Tangible assets
12
793,354
817,275
Investments
13
19,400
19,400
819,649
844,855
Current assets
Stocks
15
2,060,595
2,332,051
Debtors
16
951,297
225,395
Cash at bank and in hand
2,236,253
1,752,829
5,248,145
4,310,275
Creditors: amounts falling due within one year
17
(3,745,839)
(3,212,129)
Net current assets
1,502,306
1,098,146
Total assets less current liabilities
2,321,955
1,943,001
Creditors: amounts falling due after more than one year
18
(294,117)
(412,071)
Provisions for liabilities
Deferred tax liability
22
133,700
132,500
(133,700)
(132,500)
Net assets
1,894,138
1,398,430
Capital and reserves
Called up share capital
25
8,502
8,502
Profit and loss reserves
26
1,885,636
1,389,928
Total equity
1,894,138
1,398,430

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

The financial statements were approved by the board of directors and authorised for issue on 12 August 2026 and are signed on its behalf by:
12 August 2026
Mr T E G Humphrey
Director
Company registration number 14543212 (England and Wales)
TOHC Holdings Limited
Company Statement of financial position
As at 31 August 2025
31 August 2025
- 11 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
12
196,339
229,171
Investments
13
8,502
8,502
204,841
237,673
Current assets
Cash at bank and in hand
32,321
44,941
Creditors: amounts falling due within one year
17
(189,980)
(267,878)
Net current liabilities
(157,659)
(222,937)
Total assets less current liabilities
47,182
14,736
Provisions for liabilities
Deferred tax liability
22
2,100
-
0
(2,100)
-
Net assets
45,082
14,736
Capital and reserves
Called up share capital
25
8,502
8,502
Profit and loss reserves
26
36,580
6,234
Total equity
45,082
14,736

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £183,662 (2024 - £154,691 profit).

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

The financial statements were approved by the board of directors and authorised for issue on 12 August 2026 and are signed on its behalf by:
12 August 2026
Mr T E G Humphrey
Director
Company registration number 14543212 (England and Wales)
TOHC Holdings Limited
Group statement of changes in equity
For the year ended 31 August 2025
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 September 2023
8,502
46,764
55,266
Year ended 31 August 2024:
Profit and total comprehensive income
-
1,426,898
1,426,898
Dividends
10
-
(83,734)
(83,734)
Balance at 31 August 2024
8,502
1,389,928
1,398,430
Year ended 31 August 2025:
Profit and total comprehensive income
-
649,025
649,025
Dividends
10
-
(153,317)
(153,317)
Balance at 31 August 2025
8,502
1,885,636
1,894,138
TOHC Holdings Limited
Company statement of changes in equity
For the year ended 31 August 2025
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 September 2023 (as previously stated)
8,502
1,680,853
-
1,689,355
Prior year adjustment - correction of an error
-
(1,680,853)
-
(1,680,853)
Balance at 1 September 2023 (as restated)
8,502
-
0
-
0
8,502
Year ended 31 August 2024:
Profit and total comprehensive income for the year
-
-
154,691
154,691
Dividends
10
-
-
(148,457)
(148,457)
Balance at 31 August 2024 (as restated) & 1 September 2024
8,502
-
0
6,234
14,736
Year ended 31 August 2025:
Profit and total comprehensive income
-
-
183,663
183,663
Dividends
10
-
-
(153,317)
(153,317)
Balance at 31 August 2025
8,502
-
0
36,580
45,082
TOHC Holdings Limited
Group statement of cash flows
For the year ended 31 August 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
1,119,820
1,534,278
Interest paid
(62,299)
(66,334)
Income taxes paid
(88,513)
(131,573)
Net cash inflow from operating activities
969,008
1,336,371
Investing activities
Purchase of tangible fixed assets
(217,430)
(398,845)
Proceeds from disposal of tangible fixed assets
51,017
428,118
Proceeds from disposal of investments
-
(19,400)
Repayment of loans
2,026
(3,004)
Interest received
14,497
219
Net cash (used in)/generated from investing activities
(149,890)
7,088
Financing activities
Proceeds from new bank loans
97,409
-
Repayment of bank loans
(68,390)
(37,749)
Payment of finance leases obligations
(211,396)
(131,561)
Dividends paid to equity shareholders
(153,317)
(83,734)
Net cash used in financing activities
(335,694)
(253,044)
Net increase in cash and cash equivalents
483,424
1,090,415
Cash and cash equivalents at beginning of year
1,752,829
662,414
Cash and cash equivalents at end of year
2,236,253
1,752,829
TOHC Holdings Limited
Notes to the group financial statements
For the year ended 31 August 2025
- 15 -
1
Accounting policies
Company information

TOHC Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 4, Longlands Road, Bicester, Oxfordshire, England, OX26 5AH.

The group consists of TOHC Holdings Limited and all of its subsidiaries.

1.1
Basis of preparation

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

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

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

TOHC Holdings Limited and The Oxford Health Company Ltd were both owned by the same ultimate shareholders.

Because the ultimate shareholders were the same before and after the transaction, the acquisition of the investment in The Oxford Health Company Ltd is not accounted for as a business combination under FRS102. Instead, it is accounted for using the merger accounting method.

The Oxford Health Company Ltd was acquired on 16 January 2023.

The carrying amount of the assets and liabilities of the subsidiary were not adjusted to fair value. In the current period, their results and cash flows have been brought into the combined entity from the beginning of the period. The comparative information is prepared on a proforma basis as if the Group had always existed in its current form, in order to give the most meaningful information to users of the new Group's financial statements.

The Oxford Health Company Ltd's prior period was for an 18 month period to 31 August 2024 while TOHC Holdings Limited was for the year ending 31 August 2024. Therefore The Oxford Health Company Ltd's prior period has been adjusted to fall inline with the TOHC Holdings Limited Limited year end.

The share capital in the consolidated financial statements is that of TOHC Holdings Limited and the other reserves represent the combined reserves of this company and the acquired subsidiary.

TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
1
Accounting policies
(Continued)
- 16 -

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

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

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

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

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with other group entities where the relationship is one of being wholly owned.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the cost of the shares at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. I nvestments in subsidiaries are accounted for at cost less impairment.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company TOHC Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 August 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

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

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

1.4
Going concern

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

1.5
Revenue

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

TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
1
Accounting policies
(Continued)
- 17 -

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

1.6
Intangible fixed assets other than goodwill

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

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

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

Patents & licences
Ten years
1.7
Tangible fixed assets

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

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

Leasehold improvements
20% on cost
Plant and equipment
20% on cost
Fixtures and fittings
20% on cost
Computers
25% on cost
Motor vehicles
25% on cost

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

1.8
Fixed asset investments

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

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
1
Accounting policies
(Continued)
- 18 -
1.9
Impairment of fixed assets

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

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.10
Stocks

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

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

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

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash at bank.

1.12
Financial instruments

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

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

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

Basic financial assets

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

Other financial assets

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

TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
1
Accounting policies
(Continued)
- 19 -
Impairment of financial assets

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

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

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

Derecognition of financial assets

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

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

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

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

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

Derecognition of financial liabilities

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

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
1
Accounting policies
(Continued)
- 20 -
Current tax

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

Deferred tax

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

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity..

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

1.15
Employee benefits

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

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

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

1.16
Retirement benefits

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

1.17
Leases
As lessee

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

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

TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
1
Accounting policies
(Continued)
- 21 -

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

1.18
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.19
Foreign exchange

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

2
Judgements and key sources of estimation uncertainty

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

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

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful economic lives of tangible fixed assets

The useful economic lives and residual values of tangible fixed assets are re-assessed annually and are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
- 22 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Amazon sales
259,334
367,682
B2B sales
12,444,800
10,765,106
Ebay sales
51,529
90,897
Paypal sales
44,289
20,361
Shopify sales
177,248
151,348
Square sales
3,797
-
12,980,997
11,395,394
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
12,925,658
11,328,497
European Union
44,507
66,084
USA
10,832
813
12,980,997
11,395,394
2025
2024
£
£
Other revenue
Interest income
14,497
219
Grants received
3,998
6,034
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
7,841
48,506
Government grants
(3,998)
(6,034)
Fees payable to the group's auditor for the audit of the group's financial statements
18,500
-
Depreciation of tangible fixed assets
299,117
254,976
Profit on disposal of tangible fixed assets
(3,157)
(15,373)
Amortisation of intangible assets
1,285
1,280
Operating lease charges
261,850
-
TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
- 23 -
5
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Directors
3
3
-
-
Number of production staff
46
48
-
-
Number of administrative staff
16
17
-
-
Total
65
68
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
2,688,192
2,417,232
-
0
-
0
Social security costs
279,579
223,949
-
-
Pension costs
62,293
53,789
-
0
-
0
3,030,064
2,694,970
-
0
-
0
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
89,077
134,609
Employers national insurance contributions
10,473
14,896
Company pension contributions to defined contribution schemes
20,382
11,370
119,932
160,875
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
-
0
148
Other interest income
14,497
71
Total income
14,497
219
TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
7
Interest receivable and similar income
(Continued)
- 24 -
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
-
148
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
59,781
54,793
Other finance costs:
Other interest
2,518
11,541
Total finance costs
62,299
66,334
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
241,571
63,194
Adjustments in respect of prior periods
21,751
60,523
Total current tax
263,322
123,717
Deferred tax
Origination and reversal of timing differences
1,200
(83,200)
Total tax charge
264,522
40,517
TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
9
Taxation
(Continued)
- 25 -

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

2025
2024
£
£
Profit before taxation
913,547
1,467,415
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
228,387
366,854
Tax effect of expenses that are not deductible in determining taxable profit
9,829
5,563
Effect of change in corporation tax rate
(19)
(935)
Depreciation on assets not qualifying for tax allowances
4,574
6,346
Under/(over) provided in prior years
21,751
60,523
Deferred tax adjustments in respect of prior years
-
0
6,600
Corporation tax already provided for
-
0
(333,634)
Deferred tax already provided for
-
0
(70,800)
Taxation charge
264,522
40,517
10
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Final paid
153,317
148,457
11
Intangible fixed assets
Group
Patents & licences
£
Cost
At 1 September 2024 and 31 August 2025
12,853
Amortisation and impairment
At 1 September 2024
4,673
Amortisation charged for the year
1,285
At 31 August 2025
5,958
TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
11
Intangible fixed assets
(Continued)
- 26 -
Carrying amount
At 31 August 2025
6,895
At 31 August 2024
8,180
The company had no intangible fixed assets at 31 August 2025 or 31 August 2024.
12
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 September 2024
254,349
1,501,263
9,354
54,682
56,719
1,876,367
Additions
6,318
238,727
25,592
18,424
33,995
323,056
Disposals
-
0
(50,435)
-
0
-
0
-
0
(50,435)
At 31 August 2025
260,667
1,689,555
34,946
73,106
90,714
2,148,988
Depreciation and impairment
At 1 September 2024
172,880
827,286
3,575
33,672
21,679
1,059,092
Depreciation charged in the year
30,359
236,460
4,348
11,277
16,673
299,117
Eliminated in respect of disposals
-
0
(2,575)
-
0
-
0
-
0
(2,575)
At 31 August 2025
203,239
1,061,171
7,923
44,949
38,352
1,355,634
Carrying amount
At 31 August 2025
57,428
628,384
27,023
28,157
52,362
793,354
At 31 August 2024
81,469
673,977
5,779
21,010
35,040
817,275
TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
12
Tangible fixed assets
(Continued)
- 27 -
Company
Leasehold improvements
Plant and equipment
Motor vehicles
Total
£
£
£
£
Cost
At 1 September 2024
28,261
209,348
5,800
243,409
Additions
-
0
21,536
-
0
21,536
At 31 August 2025
28,261
230,884
5,800
264,945
Depreciation and impairment
At 1 September 2024
174
13,893
171
14,238
Depreciation charged in the year
7,362
46,105
901
54,368
At 31 August 2025
7,536
59,998
1,072
68,606
Carrying amount
At 31 August 2025
20,725
170,886
4,728
196,339
At 31 August 2024
28,087
195,455
5,629
229,171

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Plant and equipment
107,192
130,708
-
0
-
0
Motor vehicles
45,501
21,322
-
0
-
0
152,693
152,030
-
-
13
Fixed asset investments
Group
Company
Restated
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
8,502
8,502
Unlisted investments
19,400
19,400
-
0
-
0
19,400
19,400
8,502
8,502
TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
13
Fixed asset investments
(Continued)
- 28 -
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 September 2024 and 31 August 2025
19,400
Carrying amount
At 31 August 2025
19,400
At 31 August 2024
19,400
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost
At 1 September 2024 (restated)
8,502
Carrying amount
At 31 August 2025
8,502
At 31 August 2024
8,502
14
Subsidiaries

Details of the company's subsidiaries at 31 August 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
The Oxford Health Company Ltd
The Glades Festival Way, Festival Park, Stoke On Trent, Staffordshire, United Kingdom, ST1 5SQ
Ordinary
100.00
HAB Packing Limited
Unit 4 Longlands Road, Launton, Bicester, Oxfordshire, United Kingdom, OX26 5AH
Ordinary
100.00
Hab Labs Ltd
The Glades Festival Way, Festival Park, Stoke On Trent, Staffordshire, United Kingdom, ST1 5SQ
Ordinary
100.00
TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
- 29 -
15
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
1,266,969
1,468,894
-
-
Work in progress
75,885
76,189
-
-
Finished goods and goods for resale
717,741
786,968
-
0
-
0
2,060,595
2,332,051
-
-
16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
399,043
81,406
-
0
-
0
Other debtors
242,041
134,133
-
0
-
0
Prepayments and accrued income
310,213
9,856
-
0
-
0
951,297
225,395
-
-
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
19
106,186
39,167
-
0
-
0
Obligations under finance leases
20
170,898
196,714
-
0
-
0
Trade creditors
682,896
959,061
-
0
1,045
Amounts owed to group undertakings
-
0
-
0
175,045
262,571
Corporation tax payable
303,489
128,680
8,041
1,801
Other taxation and social security
348,970
172,144
4,951
936
Deferred income
23
1,611,554
1,479,428
-
0
-
0
Other creditors
54,346
211,019
-
0
-
0
Accruals
467,500
25,916
1,943
1,525
3,745,839
3,212,129
189,980
267,878
TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
- 30 -
18
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
19
19,000
57,000
-
0
-
0
Obligations under finance leases
20
275,117
355,071
-
0
-
0
294,117
412,071
-
-
19
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
125,186
96,167
-
0
-
0
Payable within one year
106,186
39,167
-
0
-
0
Payable after one year
19,000
57,000
-
0
-
0
20
Finance lease obligations
Group
Company
2025
2024
2025
2024
Amounts due:
£
£
£
£
Current liabilities
170,898
196,714
-
0
-
0
Non-current liabilities
275,117
355,071
-
0
-
0
446,015
551,785
-
-
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
170,898
196,714
-
0
-
0
In two to five years
275,117
355,071
-
0
-
0
446,015
551,785
-
-
TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
- 31 -
21
Security

The company has a fixed and floating charge dated 2 6 January 20 21, in favour of Barclays Security Trustee Ltd.

Included in loans due within one year is an insurance loan secured against the insurance policy itself.

22
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
133,700
132,500
Liabilities
Liabilities
2025
2024
Company
£
£
Accelerated capital allowances
2,100
-
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 September 2024
132,500
-
Charge to profit or loss
1,200
2,100
Liability at 31 August 2025
133,700
2,100
23
Deferred income
Group
Company
2025
2024
2025
2024
£
£
£
£
Other deferred income
1,611,554
1,479,428
-
-
TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
- 32 -
24
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
62,293
53,789

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Contributions totalling £Nil (2024: £293) were payable to the fund at the balance sheet date.

25
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of £1 each
2
2
2
2
Ordinary B of £1 each
8,500
8,500
8,500
8,500
8,502
8,502
8,502
8,502

The A Ordinary shares are eligible to receive dividends when declared and have full voting rights and full entitlement to return of capital upon winding up or other distribution.

The B Ordinary shares are eligible to receive dividends when declared and have full voting rights and full entitlement to return of capital upon winding up or other distribution.

26
Reserves
Equity reserve

The profit and loss account reserves relate to accumulated results of the business, less dividends declared and adjusted for transfers to/from other reserves.

TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
- 33 -
27
Operating lease commitments
As lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within 1 year
505,868
228,104
-
-
Years 2-5
2,246,266
901,820
-
-
After 5 years
2,572,143
504,600
-
-
5,324,277
1,634,524
-
-
TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
- 34 -
28
Related party transactions

During the period, the company had balances outstanding f rom entities with common directors/owners.

At the balance sheet date there was an amount of £1,426 (2024: £1,426) due from related parties.

29
Directors' transactions

The advance is unsecured, repayable on demand and interest is charged at HMRC's official rate of interest per annum, where the balance exceeds £10,000.

Advances or credits have been granted by the group to its directors as follows:

Advances
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Mr T E G Humphrey - Directors loan account
3.75
3,003
4,099
(7,814)
(712)
Mr P J Burrows - Directors loan account
3.75
3,900
-
(3,900)
-
Mr J E Allan - Directors loan account
3.75
-
7,174
(6,196)
978
6,903
11,273
(17,910)
266
30
Cash generated from group operations
2025
2024
£
£
Profit after taxation
649,025
1,426,898
Adjustments for:
Taxation charged
264,522
40,517
Finance costs
62,299
66,334
Investment income
(14,497)
(219)
Gain on disposal of tangible fixed assets
(3,157)
(15,373)
Amortisation and impairment of intangible assets
1,285
1,280
Depreciation and impairment of tangible fixed assets
299,117
254,976
Movements in working capital:
Decrease/(increase) in stocks
271,456
(71,775)
(Increase)/decrease in debtors
(727,928)
1,609
Increase/(decrease) in creditors
185,572
(12,549)
Increase/(decrease) in deferred income
132,126
(157,420)
Cash generated from operations
1,119,820
1,534,278
TOHC Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 August 2025
- 35 -
31
Analysis of changes in net funds - group
1 September 2024
Cash flows
New finance leases
31 August 2025
£
£
£
£
Cash at bank and in hand
1,752,829
483,424
-
2,236,253
Borrowings excluding overdrafts
(96,167)
(29,019)
-
(125,186)
Obligations under finance leases
(551,785)
211,396
(105,626)
(446,015)
1,104,877
665,801
(105,626)
1,665,052
32
Prior period adjustment

The prior period adjustment reduced both the share premium reserve and the investment in the subsidiary by £1,680,853 following the identification of an overstatement in the carrying value of the investment. This adjustment had no impact on the Company's profit or loss.

The adjustment relates to the investment in The Oxford Health Company Ltd, which has been restated to reflect the nominal value of the shares issued on acquisition, in accordance with FRS 102, paragraph A3.24, on 16 January 2023.

Prior to the adjustment, the investment in The Oxford Health Company Ltd was recognised at £1,689,355. Following the adjustment, the investment is recognised at £8,502.

Adjustments to equity - group
There are no prior period adjustments in respect of the group.
Adjustments to equity - company
The prior period figures have been restated to remove the share premium balance from equity. This adjustment has no impact on the company's profit or loss for the year.
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