| REGISTERED NUMBER: 12843315 (England and Wales) |
| Group Strategic Report, |
| Report of the Directors and |
| Consolidated Financial Statements |
| for the Year Ended 30 November 2025 |
| for |
| TCF Group Limited |
| REGISTERED NUMBER: 12843315 (England and Wales) |
| Group Strategic Report, |
| Report of the Directors and |
| Consolidated Financial Statements |
| for the Year Ended 30 November 2025 |
| for |
| TCF Group Limited |
| TCF Group Limited (Registered number: 12843315) |
| Contents of the Consolidated Financial Statements |
| for the Year Ended 30 November 2025 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 5 |
| Report of the Independent Auditors | 6 |
| Consolidated Income Statement | 8 |
| Consolidated Other Comprehensive Income | 9 |
| Consolidated Balance Sheet | 10 |
| Company Balance Sheet | 11 |
| Consolidated Statement of Changes in Equity | 12 |
| Company Statement of Changes in Equity | 13 |
| Consolidated Cash Flow Statement | 14 |
| Notes to the Consolidated Cash Flow Statement | 15 |
| Notes to the Consolidated Financial Statements | 17 |
| TCF Group Limited |
| Company Information |
| for the Year Ended 30 November 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Chartered Accountants & Business Advisers |
| 15 Newland |
| Lincoln |
| Lincolnshire |
| LN1 1XG |
| TCF Group Limited (Registered number: 12843315) |
| Group Strategic Report |
| for the Year Ended 30 November 2025 |
| The directors present their strategic report of the company and the group for the year ended 30 November 2025. |
| REVIEW OF BUSINESS |
| Principal activities and business model |
| The Group operates across the manufacture, development, distribution and retail of vaping and related products. Its principal trading businesses include Juice Sauz Limited, 888 Vapour Limited and Lincpak Limited. |
| The Group's strategy is focused on developing its manufacturing and product capabilities, expanding international distribution, growing its retail presence through both organic development and selective acquisitions, and increasing operational integration between the Group's businesses. |
| Regulatory compliance remains a fundamental part of the Group's operations. The vaping sector continues to experience significant regulatory change in both the UK and international markets and the Group continues to invest management time and resources in navigating this evolving environment. |
| Business review and financial performance |
| The Group delivered further revenue growth during the year, with turnover increasing by approximately 12% to £14.04 million from £12.54 million in the prior year. Gross profit increased to £7.54 million from £6.74 million. Operating profit was £1.48 million compared with £1.68 million in the prior year, while profit before taxation was £1.28 million compared with £1.46 million. Profit after taxation remained above £1 million at £1.02 million. |
| The directors consider the financial performance to be satisfactory in the context of continued investment in the Group, capacity constraints experienced during the period and expenditure associated with developing the Group's operations. |
| Cash generated from operations amounted to £1.31 million, with net cash from operating activities of £866,000. Cash at bank and in hand increased from £623,000 to £828,000 at the year end. |
| The Group's net assets increased substantially during the year from £3.38 million to £4.90 million. |
| The Group continued to invest in working capital to support its operations and growth, with stock increasing from £1.85 million to £2.50 million. The directors continue to monitor inventory, cash generation and borrowing requirements closely as the Group expands. |
| Operational development |
| Growth during the year was affected by physical capacity constraints at the Group's existing head office and manufacturing facility. The site comprised approximately 20,000 square feet and increasingly restricted the Group's ability to expand its operations efficiently. |
| The directors investigated expanding the existing facility during the period. However, following consideration of the commercial valuation of the property relative to the cost of the proposed expansion, the project was paused. The directors subsequently determined that relocating the Group's operations to a substantially larger facility represented a more appropriate long-term solution. |
| This strategy has subsequently progressed following the year end, with the Group relocating during 2026 to a facility of approximately 60,000 square feet, compared with approximately 20,000 square feet previously. The directors expect the increased capacity to support the Group's future manufacturing, warehousing and operational requirements. |
| The Group has also continued to invest in its management and wider workforce. Senior team members have been recruited while established employees have continued to receive training and development to enable them to take on greater responsibilities as the Group grows. Average employee numbers increased from 93 to 100 during the year. |
| International growth |
| Juice Sauz Limited continued to develop its international distribution network during the year. Products were distributed into 56 countries, compared with 44 countries in the previous year. |
| International diversification remains an important part of the Group's longer-term strategy, providing access to additional markets while reducing reliance on any single geographical market. The Group continues to evaluate opportunities for further international distribution subject to regulatory and commercial considerations within individual territories. |
| TCF Group Limited (Registered number: 12843315) |
| Group Strategic Report |
| for the Year Ended 30 November 2025 |
| Retail expansion and acquisitions |
| The Group continued the development of its retail division through 888 Vapour Limited. |
| On 30 September 2025, 888 Vapour Limited acquired 100% of OTV Holdings Limited, adding seven retail stores to the Group's existing estate of 11 stores. The acquisition therefore materially increased the scale of the Group's retail operations. |
| Total consideration for the acquisition was approximately £1.41 million, comprising cash consideration, transaction costs and deferred consideration. |
| The acquisition forms part of the Group's strategy of selectively consolidating and expanding its retail presence where the directors believe appropriate opportunities exist. |
| The Group has identified a further potential retail acquisition for 2026. Any decision to proceed will remain subject to market conditions and, in particular, assessment of the trading environment following implementation of changes to the UK taxation regime affecting vaping products. |
| Lincpak strategic development |
| During the year the directors continued to review the strategic role of Lincpak Limited within the Group. |
| The business has been repositioned away from its previous focus as a third-party co-packing operation towards becoming an increasingly integrated supplier to other Group businesses. |
| In particular, Lincpak has developed its role in the supply and development of flavourings used by Juice Sauz Limited. The directors believe this approach provides greater strategic value by supporting new product development, strengthening the Group's internal capabilities and increasing integration between its manufacturing businesses. |
| Lincpak generated a profit of approximately £34,000 during the year compared with £47,000 in the previous year. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Regulatory and taxation risk |
| The vaping industry operates within a continually developing regulatory environment in the UK and internationally. Regulatory compliance is therefore a core capability of the Group. Changes to product regulation, taxation, packaging, marketing or distribution requirements may affect consumer demand, product ranges, margins and the wider competitive environment. The introduction of UK excise duty on vaping products represents a significant forthcoming market change which the Group continues to prepare for. |
| Working capital and liquidity |
| Continued growth, acquisitions and higher inventory requirements can increase the Group's working-capital and financing requirements. Management monitors cash flow, stock holdings, borrowing facilities and forecast liquidity accordingly. |
| Supply chain and inventory |
| The Group relies upon the availability of raw materials, components and finished goods from a range of suppliers. Supply disruption, changes in input costs or inappropriate stock levels could adversely affect trading performance. The Group seeks to mitigate these risks through supplier management, stock controls and increasing internal capability where commercially appropriate. |
| Market and competition |
| The markets in which the Group operates remain competitive and can be affected by changing consumer preferences, regulation and taxation. The Group seeks to mitigate these risks through product development, international diversification, its own retail presence and continued investment in its brands and people. |
| Acquisition and integration risk |
| Acquisitions provide opportunities for growth but also create financial and operational risks. The directors undertake appropriate commercial and financial assessment before completing acquisitions and monitor the integration and subsequent performance of acquired businesses. |
| People and operational capacity |
| Continued growth requires appropriate management capability, skilled employees and sufficient operational infrastructure. The Group continues to recruit, develop and retain employees and has taken steps following the year end to materially increase its physical operating capacity. |
| TCF Group Limited (Registered number: 12843315) |
| Group Strategic Report |
| for the Year Ended 30 November 2025 |
| KEY PERFORMANCE INDICATORS |
| The directors use a combination of financial and operational information to assess the development and performance of the Group. Key measures for the year include turnover of £14.04 million, gross profit of £7.54 million, operating profit of £1.48 million, profit before taxation of £1.28 million, year-end net assets of £4.90 million and cash generated from operations of £1.31 million. |
| The directors also monitor non-financial indicators including international distribution coverage, retail estate size, employee numbers, manufacturing capacity and regulatory compliance. |
| FUTURE DEVELOPMENTS AND OUTLOOK |
| The directors remain focused on the long-term development of the Group. |
| Following the capacity constraints experienced at the existing premises, the Group's subsequent relocation during 2026 from approximately 20,000 square feet to approximately 60,000 square feet represents a significant investment in the infrastructure required to support future growth. |
| Juice Sauz will continue to pursue opportunities for product development and international distribution, supported by the increasingly integrated capabilities of Lincpak. |
| Within the retail division, the immediate priority following the OTV Holdings acquisition is to continue developing the enlarged store estate and assess its performance within the changing UK market. A further acquisition opportunity has been identified, although the directors intend to assess market conditions following the introduction of the new UK excise-duty regime before determining whether to proceed. |
| The directors recognise that regulatory and taxation changes may result in a period of adjustment across the UK vaping industry. The Group intends to continue responding proactively to these developments while maintaining appropriate control over working capital, investment and borrowing. |
| The directors believe that the Group's established manufacturing capability, international distribution network, enlarged retail estate, developing internal supply capabilities, experienced workforce and increased operating capacity provide a strong platform for its continued development. |
| ON BEHALF OF THE BOARD: |
| TCF Group Limited (Registered number: 12843315) |
| Report of the Directors |
| for the Year Ended 30 November 2025 |
| The directors present their report with the financial statements of the company and the group for the year ended 30 November 2025. |
| PRINCIPAL ACTIVITY |
| The principal activities of the group are summarised in the strategic report. |
| DIVIDENDS |
| Interim dividends were paid throughout the year, the split of which are disclosed in the notes to the financial statements. The directors recommended that no final dividend be paid. |
| The total distribution of dividends for the year ended 30 November 2025 will be £156,000. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 December 2024 to the date of this report. |
| DISCLOSURE IN THE STRATEGIC REPORT |
| As permitted by Paragraph 1A of Schedule 7 to the large and medium sized Companies and Group (Accounts and Reports) Regulations 2008, certain matters which are required to be disclosed in the Director's Report have been omitted as they are included in the Strategic Report. These matters include a fair review of the business, future developments and a description of the Group's principal risks and uncertainties. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, Wright Vigar Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| TCF Group Limited |
| Opinion |
| We have audited the financial statements of TCF Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 30 November 2025 and of the group's profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Report of the Independent Auditors to the Members of |
| TCF Group Limited |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Our work is performed to include an assessment of the susceptibility of the entity's financial statements to material misstatement, including the risk of fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). |
| In identifying and assessing risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: |
| - We plan our work to gain an understanding of the significant laws and regulations that are of significance to the entity and the sector in which they operate. We perform our work to ensure that the entity is complying with its legal and regulatory framework. |
| - We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries to the management and people charged with governance. |
| We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included: |
| - Substantive procedures performed in accordance with the ISAs (UK). |
| - Challenging assumptions and judgments made by management in its significant accounting estimates. |
| - Identifying and testing journal entries, in particular material journal entries and an assessment of year end journals. |
| - Assessing the extent of compliance with the relevant laws and regulations. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Other matters to report |
| The year ended 30 November 2025 is the first year that the financial statements for TCF Group Limited are required by law to be audited. Therefore the comparative data, being the year ended 30 November 2024, has not been audited, however the opening balances that affect 30 November 2025 have been audited as part of the 2025 audit work. |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Statutory Auditors |
| Chartered Accountants & Business Advisers |
| 15 Newland |
| Lincoln |
| Lincolnshire |
| LN1 1XG |
| TCF Group Limited (Registered number: 12843315) |
| Consolidated |
| Income Statement |
| for the Year Ended 30 November 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| TURNOVER | 14,041,310 | 12,536,037 |
| Cost of sales | 6,498,164 | 5,797,699 |
| GROSS PROFIT | 7,543,146 | 6,738,338 |
| Distribution costs | 454,841 | 434,154 |
| Administrative expenses | 5,708,511 | 4,711,350 |
| 6,163,352 | 5,145,504 |
| 1,379,794 | 1,592,834 |
| Other operating income | 96,153 | 86,505 |
| OPERATING PROFIT | 4 | 1,475,947 | 1,679,339 |
| Interest payable and similar expenses | 5 | 195,423 | 223,305 |
| PROFIT BEFORE TAXATION | 1,280,524 | 1,456,034 |
| Tax on profit | 6 | 258,222 | 408,043 |
| PROFIT FOR THE FINANCIAL YEAR |
| Profit attributable to: |
| Owners of the parent | 1,021,525 | 1,047,991 |
| Non-controlling interests | 777 | - |
| 1,022,302 | 1,047,991 |
| TCF Group Limited (Registered number: 12843315) |
| Consolidated |
| Other Comprehensive Income |
| for the Year Ended 30 November 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR | 1,022,302 | 1,047,991 |
| OTHER COMPREHENSIVE INCOME |
| Revaluation of tangible fixed assets | 795,355 | - |
| Income tax relating to other comprehensive income |
(200,089 |
) |
- |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
595,266 |
- |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
1,617,568 |
1,047,991 |
| Total comprehensive income attributable to: |
| Owners of the parent | 1,562,978 | 1,047,991 |
| Non-controlling interests | 54,590 | - |
| 1,617,568 | 1,047,991 |
| TCF Group Limited (Registered number: 12843315) |
| Consolidated Balance Sheet |
| 30 November 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 | 1,522,141 | 293,052 |
| Tangible assets | 10 | 5,327,605 | 3,834,071 |
| Investments | 11 | - | - |
| 6,849,746 | 4,127,123 |
| CURRENT ASSETS |
| Stocks | 12 | 2,498,894 | 1,846,118 |
| Debtors | 13 | 1,194,684 | 1,116,134 |
| Cash at bank and in hand | 828,221 | 623,198 |
| 4,521,799 | 3,585,450 |
| CREDITORS |
| Amounts falling due within one year | 14 | 3,029,577 | 2,059,883 |
| NET CURRENT ASSETS | 1,492,222 | 1,525,567 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
8,341,968 |
5,652,690 |
| CREDITORS |
| Amounts falling due after more than one year |
15 |
(2,782,867 |
) |
(1,876,894 |
) |
| PROVISIONS FOR LIABILITIES | 19 | (658,919 | ) | (390,995 | ) |
| NET ASSETS | 4,900,182 | 3,384,801 |
| CAPITAL AND RESERVES |
| Called up share capital | 20 | 1,000 | 1,000 |
| Revaluation reserve | 21 | 612,834 | 20,469 |
| Retained earnings | 21 | 4,231,758 | 3,363,332 |
| SHAREHOLDERS' FUNDS | 4,845,592 | 3,384,801 |
| NON-CONTROLLING INTERESTS | 22 | 54,590 | - |
| TOTAL EQUITY | 4,900,182 | 3,384,801 |
| The financial statements were approved by the Board of Directors and authorised for issue on 3 September 2026 and were signed on its behalf by: |
| Mrs J R Chapman - Director |
| TCF Group Limited (Registered number: 12843315) |
| Company Balance Sheet |
| 30 November 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 |
| Tangible assets | 10 |
| Investments | 11 |
| CURRENT ASSETS |
| Debtors | 13 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 14 |
| NET CURRENT ASSETS/(LIABILITIES) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
15 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | 19 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 20 |
| Revaluation reserve |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 745,337 | 252,836 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| TCF Group Limited (Registered number: 12843315) |
| Consolidated Statement of Changes in Equity |
| for the Year Ended 30 November 2025 |
| Called up |
| share | Retained | Revaluation |
| capital | earnings | reserve |
| £ | £ | £ |
| Balance at 1 December 2023 | 1,000 | 2,459,054 | 66,076 |
| Changes in equity |
| Dividends | - | (189,320 | ) | - |
| Total comprehensive income | - | 1,093,598 | (45,607 | ) |
| Balance at 30 November 2024 | 1,000 | 3,363,332 | 20,469 |
| Changes in equity |
| Dividends | - | (156,000 | ) | - |
| Total comprehensive income | - | 1,024,426 | 592,365 |
| Balance at 30 November 2025 | 1,000 | 4,231,758 | 612,834 |
| Non-controlling | Total |
| Total | interests | equity |
| £ | £ | £ |
| Balance at 1 December 2023 | 2,526,130 | - | 2,526,130 |
| Changes in equity |
| Dividends | (189,320 | ) | - | (189,320 | ) |
| Total comprehensive income | 1,047,991 | - | 1,047,991 |
| Balance at 30 November 2024 | 3,384,801 | - | 3,384,801 |
| Changes in equity |
| Dividends | (156,000 | ) | - | (156,000 | ) |
| Total comprehensive income | 1,616,791 | 54,590 | 1,671,381 |
| Balance at 30 November 2025 | 4,845,592 | 54,590 | 4,900,182 |
| TCF Group Limited (Registered number: 12843315) |
| Company Statement of Changes in Equity |
| for the Year Ended 30 November 2025 |
| Called up |
| share | Retained | Revaluation | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 December 2023 |
| Changes in equity |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - | ( |
) |
| Balance at 30 November 2024 |
| Changes in equity |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - |
| Balance at 30 November 2025 |
| TCF Group Limited (Registered number: 12843315) |
| Consolidated Cash Flow Statement |
| for the Year Ended 30 November 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 1,315,268 | 1,404,805 |
| Interest paid | (195,423 | ) | (223,305 | ) |
| Tax paid | (254,237 | ) | (157,932 | ) |
| Net cash from operating activities | 865,608 | 1,023,568 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (143,836 | ) | (137,880 | ) |
| Purchase of tangible fixed assets | (272,533 | ) | (486,338 | ) |
| Sale of tangible fixed assets | 21,038 | 1,101,629 |
| Acquisition of subsidiary group | (1,005,408 | ) | - |
| Net cash from investing activities | (1,400,739 | ) | 477,411 |
| Cash flows from financing activities |
| New loans in year | 1,155,470 | - |
| Loan repayments in year | (78,420 | ) | (861,837 | ) |
| Capital repayments in year | (210,816 | ) | (180,863 | ) |
| Amount introduced by directors | 72,000 | - |
| Amount withdrawn by directors | (95,893 | ) | (133,624 | ) |
| Share issue to minority interest | 53,813 | - |
| Equity dividends paid | (156,000 | ) | (189,320 | ) |
| Net cash from financing activities | 740,154 | (1,365,644 | ) |
| Increase in cash and cash equivalents | 205,023 | 135,335 |
| Cash and cash equivalents at beginning of year |
2 |
623,198 |
487,863 |
| Cash and cash equivalents at end of year | 2 | 828,221 | 623,198 |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Cash Flow Statement |
| for the Year Ended 30 November 2025 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2025 | 2024 |
| £ | £ |
| Profit before taxation | 1,280,524 | 1,456,034 |
| Depreciation charges | 378,281 | 228,179 |
| Loss on disposal of fixed assets | 3,829 | 44,541 |
| Finance costs | 195,423 | 223,305 |
| 1,858,057 | 1,952,059 |
| Increase in stocks | (585,441 | ) | (484,427 | ) |
| Increase in trade and other debtors | (61,895 | ) | (545,110 | ) |
| Increase in trade and other creditors | 104,547 | 482,283 |
| Cash generated from operations | 1,315,268 | 1,404,805 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 30 November 2025 |
| 30.11.25 | 1.12.24 |
| £ | £ |
| Cash and cash equivalents | 828,221 | 623,198 |
| Year ended 30 November 2024 |
| 30.11.24 | 1.12.23 |
| £ | £ |
| Cash and cash equivalents | 623,198 | 487,863 |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| Other |
| Acquisition | non-cash |
| At 1.12.24 | Cash flow | of business | changes | At 30.11.25 |
| £ | £ | £ | £ | £ |
| Net cash |
| Cash at bank |
| and in hand | 623,198 | 40,427 | 164,596 | 828,221 |
| 623,198 | 40,427 | 164,596 | 828,221 |
| Debt |
| Hire purchase and |
| finance leases | (459,206 | ) | 210,816 | - | (584,024 | ) | (832,414 | ) |
| Debts falling due |
| within 1 year | (182,174 | ) | (313,971 | ) | - | - | (496,145 | ) |
| Debts falling due |
| after 1 year | (1,438,330 | ) | (763,079 | ) | - | - | (2,201,409 | ) |
| (2,079,710 | ) | (866,234 | ) | - | (584,024 | ) | (3,529,968 | ) |
| Total | (1,456,512 | ) | (825,807 | ) | 164,596 | (584,024 | ) | (2,701,747 | ) |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Cash Flow Statement |
| for the Year Ended 30 November 2025 |
| 4. | ACQUISITION OF BUSINESS |
| On 30/9/2025, 888 Vapour Limited acquired 100% of the share capital of OTV Holdings Limited, a company engaged in the retail of vape products. The acquisition has been accounted for using the acquisition method in accordance with FRS102 Section 19. |
| Consideration transferred | £ |
| Cash consideration paid (incl. transaction costs) | 1,170,004 |
| Deferred consideration | 240,000 |
| 1,410,004 |
| Assets & liabilities acquired |
| Property, plant & equipment | 91,652 |
| Inventory | 67,335 |
| Trade & other receivables | 16,655 |
| Cash & cash equivalents | 164,596 |
| Corporation tax payable | (113,630 | ) |
| Social security & other taxation | (43,446 | ) |
| Other payables | (11,527 | ) |
| Net assets acquired | 177,635 |
| The excess of the consideration over the fair value of net assets acquired has been recognised as goodwill. |
| Impact on group cashflow |
| Cash consideration paid | 1,170,004 |
| Less cash & cash equivalents acquired | (164,596 | ) |
| Net cash outflow on acquisition of subsidiary | 1,005,408 |
| Non-cash transactions |
| Deferred consideration of £240,000 is payable within one year. |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Financial Statements |
| for the Year Ended 30 November 2025 |
| 1. | STATUTORY INFORMATION |
| TCF Group Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Basis of consolidation |
| In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment. |
| Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill. |
| The consolidated financial statements incorporate those of TCF Group Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. |
| All financial statements are made up to 30 November 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 group. |
| All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. |
| 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 wholly owned subsidiaries within the group. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Goodwill |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 November 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Brands are being amortised evenly over their estimated useful life of five years. |
| Website costs are being amortised evenly over their estimated useful life of three years. |
| Tangible fixed assets |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Computer equipment | - |
| Assets classified as Plant and machinery are valued on an open market value based by the directors of the company. The directors consider the second hand market value of the assets held at the balance sheet date when assessing this. |
| The valuations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting period. An increase in value is credited to the revaluation reserve except to the extent that it reverses a previous revaluation decrease related to the same asset that was recognised in the income statement. Similarly, revaluation decreases are recognised in the revaluation reserves to the extent that they equal gains previously recognised in respect of the same asset. Thereafter any excess is recognised as an expense in the income statement. |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Financial instruments |
| The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument. |
| Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
| Basic financial assets |
| Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised. |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 November 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| 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 company 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 company after deducting all of its liabilities. |
| Basic financial liabilities |
| Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. |
| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
| Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
| Other financial liabilities |
| Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge. |
| Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy. |
| Derecognition of financial liabilities |
| Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled. |
| Equity instruments |
| Equity instruments issued by the company 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 company. |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 November 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
| The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| 3. | EMPLOYEES AND DIRECTORS |
| 2025 | 2024 |
| £ | £ |
| Wages and salaries | 3,448,265 | 2,747,608 |
| Social security costs | 254,052 | 179,333 |
| Other pension costs | 39,813 | 62,006 |
| 3,742,130 | 2,988,947 |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| Directors | 2 | 2 |
| Head Office | 16 | 17 |
| Retail | 36 | 30 |
| Production | 28 | 29 |
| Sales | 5 | 5 |
| Warehouse | 13 | 10 |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 November 2025 |
| 3. | EMPLOYEES AND DIRECTORS - continued |
| 2025 | 2024 |
| £ | £ |
| Directors' remuneration | 40,833 | - |
| 4. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 2025 | 2024 |
| £ | £ |
| Hire of plant and machinery | 24,845 | 15,702 |
| Depreciation - owned assets | 181,137 | 122,660 |
| Depreciation - assets on hire purchase contracts and finance leases | 50,029 | 35,015 |
| Loss on disposal of fixed assets | 3,829 | 44,541 |
| Goodwill amortisation | 41,079 | - |
| Patents and licences amortisation | 100,517 | 64,499 |
| Computer software amortisation | 5,519 | 6,005 |
| Auditors' remuneration | 20,000 | - |
| Foreign exchange differences | (3,270 | ) | 975 |
| 5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2025 | 2024 |
| £ | £ |
| Bank loan interest | 169,354 | 216,327 |
| Other interest | 25,805 | 6,927 |
| HMRC Interest | 264 | 51 |
| 195,423 | 223,305 |
| 6. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2025 | 2024 |
| £ | £ |
| Current tax: |
| UK corporation tax | 190,387 | 266,203 |
| Recharges in relation to |
| group relief of losses | - | 5,727 |
| Total current tax | 190,387 | 271,930 |
| Deferred tax | 67,835 | 136,113 |
| Tax on profit | 258,222 | 408,043 |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 November 2025 |
| 6. | TAXATION - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2025 | 2024 |
| £ | £ |
| Profit before tax | 1,280,524 | 1,456,034 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) |
320,131 |
364,009 |
| Effects of: |
| Expenses not deductible for tax purposes | 7,572 | 25,364 |
| Capital allowances in excess of depreciation | (69,481 | ) | - |
| Depreciation in excess of capital allowances | - | 18,670 |
| Total tax charge | 258,222 | 408,043 |
| Tax effects relating to effects of other comprehensive income |
| 2025 |
| Gross | Tax | Net |
| £ | £ | £ |
| Revaluation of tangible fixed assets | 795,355 | (200,089 | ) | 595,266 |
| 7. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 8. | DIVIDENDS |
| 2025 | 2024 |
| £ | £ |
| Ordinary A shares of £1 each | 72,000 | 85,120 |
| Ordinary B shares of £1 each | - | 30,000 |
| Ordinary C shares of £1 each | 36,000 | 31,200 |
| Ordinary E shares of £1 each | 48,000 | 43,000 |
| 156,000 | 189,320 |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 November 2025 |
| 9. | INTANGIBLE FIXED ASSETS |
| Group |
| Patents |
| and | Computer |
| Goodwill | licences | software | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 December 2024 | - | 588,350 | 36,752 | 625,102 |
| Additions | 1,232,369 | 118,296 | 25,539 | 1,376,204 |
| At 30 November 2025 | 1,232,369 | 706,646 | 62,291 | 2,001,306 |
| AMORTISATION |
| At 1 December 2024 | - | 304,220 | 27,830 | 332,050 |
| Amortisation for year | 41,079 | 100,517 | 5,519 | 147,115 |
| At 30 November 2025 | 41,079 | 404,737 | 33,349 | 479,165 |
| NET BOOK VALUE |
| At 30 November 2025 | 1,191,290 | 301,909 | 28,942 | 1,522,141 |
| At 30 November 2024 | - | 284,130 | 8,922 | 293,052 |
| Company |
| Computer |
| software |
| £ |
| COST |
| At 1 December 2024 |
| Additions |
| At 30 November 2025 |
| AMORTISATION |
| At 1 December 2024 |
| Amortisation for year |
| At 30 November 2025 |
| NET BOOK VALUE |
| At 30 November 2025 |
| At 30 November 2024 |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 November 2025 |
| 10. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| Land and | Plant and | and |
| Buildings | machinery | fittings |
| £ | £ | £ |
| COST OR VALUATION |
| At 1 December 2024 | 2,036,064 | 970,840 | 812,076 |
| Additions | - | 707,919 | 228,551 |
| Disposals | - | - | (383 | ) |
| Revaluations | 800,355 | (5,000 | ) | - |
| At 30 November 2025 | 2,836,419 | 1,673,759 | 1,040,244 |
| DEPRECIATION |
| At 1 December 2024 | - | 27,967 | 225,540 |
| Charge for year | - | 10,241 | 146,665 |
| Eliminated on disposal | - | - | (383 | ) |
| At 30 November 2025 | - | 38,208 | 371,822 |
| NET BOOK VALUE |
| At 30 November 2025 | 2,836,419 | 1,635,551 | 668,422 |
| At 30 November 2024 | 2,036,064 | 942,873 | 586,536 |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| COST OR VALUATION |
| At 1 December 2024 | 295,917 | 74,885 | 4,189,782 |
| Additions | - | 17,741 | 954,211 |
| Disposals | (61,534 | ) | - | (61,917 | ) |
| Revaluations | - | - | 795,355 |
| At 30 November 2025 | 234,383 | 92,626 | 5,877,431 |
| DEPRECIATION |
| At 1 December 2024 | 65,163 | 37,041 | 355,711 |
| Charge for year | 55,073 | 19,187 | 231,166 |
| Eliminated on disposal | (36,668 | ) | - | (37,051 | ) |
| At 30 November 2025 | 83,568 | 56,228 | 549,826 |
| NET BOOK VALUE |
| At 30 November 2025 | 150,815 | 36,398 | 5,327,605 |
| At 30 November 2024 | 230,754 | 37,844 | 3,834,071 |
| Cost or valuation at 30 November 2025 is represented by: |
| Fixtures |
| Land and | Plant and | and |
| Buildings | machinery | fittings |
| £ | £ | £ |
| Valuation in 2021 | - | 11,281 | - |
| Valuation in 2022 | - | (14,589 | ) | - |
| Valuation in 2023 | - | 21,799 | - |
| Valuation in 2025 | 800,355 | (5,000 | ) | - |
| Cost | 2,036,064 | 1,660,268 | 1,040,244 |
| 2,836,419 | 1,673,759 | 1,040,244 |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 November 2025 |
| 10. | TANGIBLE FIXED ASSETS - continued |
| Group |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| Valuation in 2021 | - | - | 11,281 |
| Valuation in 2022 | - | - | (14,589 | ) |
| Valuation in 2023 | - | - | 21,799 |
| Valuation in 2025 | - | - | 795,355 |
| Cost | 234,383 | 92,626 | 5,063,585 |
| 234,383 | 92,626 | 5,877,431 |
| At the year ended the group held assets held under hire purchase contracts and finance leases with a net book value of £1,035,806 (2024:£494,236). |
| Company |
| Fixtures |
| Land and | Plant and | and | Computer |
| Buildings | machinery | fittings | equipment | Totals |
| £ | £ | £ | £ | £ |
| COST OR VALUATION |
| At 1 December 2024 |
| Additions |
| Revaluations |
| At 30 November 2025 |
| DEPRECIATION |
| At 1 December 2024 |
| Charge for year |
| At 30 November 2025 |
| NET BOOK VALUE |
| At 30 November 2025 |
| At 30 November 2024 |
| Cost or valuation at 30 November 2025 is represented by: |
| Fixtures |
| Land and | Plant and | and | Computer |
| Buildings | machinery | fittings | equipment | Totals |
| £ | £ | £ | £ | £ |
| Valuation in 2023 | - | 17,543 | - | - | 17,543 |
| Valuation in 2025 | 800,355 | - | - | - | 800,355 |
| Cost | 2,036,064 | 517,671 | 235,259 | 2,253 | 2,791,247 |
| 2,836,419 | 535,214 | 235,259 | 2,253 | 3,609,145 |
| If land and buildings had not been revalued they would have been included at the following historical cost: |
| 2025 | 2024 |
| £ | £ |
| Cost | 2,419,250 | 2,419,250 |
| Value of land in freehold land and buildings | 3,200,000 | 2,419,250 |
| Freehold land and buildings were valued on an open market basis on 15 August 2025 by Innes England . |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 November 2025 |
| 10. | TANGIBLE FIXED ASSETS - continued |
| Company |
| Plant and machinery was revalued on an open market basis on 30 November 2023 by the directors. |
| If plant and machinery had not been revalued they would have been included at the following historical cost: |
| 2025 | 2024 |
| £ | £ |
| Cost | 369,744 | 70,500 |
| Accumulated depreciation | 32,264 | 9,507 |
| 11. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertaking |
| £ |
| COST |
| At 1 December 2024 |
| and 30 November 2025 |
| NET BOOK VALUE |
| At 30 November 2025 |
| At 30 November 2024 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| Registered office: Pyke Road, Lincoln, England, LN6 3QS. |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2025 | 2024 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year |
| Registered office: Pyke Road, Lincoln, England, LN6 3QS. |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2025 | 2024 |
| £ | £ |
| Aggregate capital and reserves |
| (Loss)/profit for the year | ( |
) |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 November 2025 |
| 11. | FIXED ASSET INVESTMENTS - continued |
| Registered office: Pyke Road, Lincoln, England, LN6 3QS. |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2025 | 2024 |
| £ | £ |
| Aggregate capital and reserves | ( |
) | ( |
) |
| Profit for the year |
| OTV Holdings Limited |
| Registered office: Pyke Road, Lincoln, England, LN6 3QS |
| Nature of business: Holding company |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| OTV Holdings Limited and its subsidiary group are owned by 888 Vapour Limited and were acquired on 30 September 2026. The trade of this group is included in the results of 888 Vapour Limited from acquisition. |
| 12. | STOCKS |
| Group |
| 2025 | 2024 |
| £ | £ |
| Stocks | 2,498,894 | 1,846,118 |
| 13. | DEBTORS |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Amounts falling due within one year: |
| Trade debtors | 618,366 | 198,874 |
| Amounts owed by group undertakings | - | - |
| Other debtors | 53,865 | - |
| Prepayments and accrued income | 485,578 | 899,260 |
| 1,157,809 | 1,098,134 |
| Amounts falling due after more than one | year: |
| Other debtors | 36,875 | 18,000 |
| Aggregate amounts | 1,194,684 | 1,116,134 |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 November 2025 |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Bank loans and overdrafts (see note 16) | 496,145 | 182,174 |
| Hire purchase contracts and finance leases (see note 17) | 255,727 |
118,475 |
| Trade creditors | 1,012,034 | 1,047,087 |
| Amounts owed to group undertakings | - | - |
| Tax | 329,251 | 279,471 |
| Social security and other taxes | 101,054 | 58,941 |
| VAT | 142,737 | 140,054 | 67,997 | 31,549 |
| Other creditors | 402,049 | 125,662 |
| Directors' current accounts | 4,679 | 28,572 | 4,679 | 28,572 |
| Accruals and deferred income | 285,901 | 79,447 |
| 3,029,577 | 2,059,883 |
| 15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Bank loans (see note 16) | 2,201,409 | 1,438,330 |
| Hire purchase contracts and finance leases (see note 17) | 576,687 |
340,731 |
| Other creditors | 4,771 | 97,833 |
| 2,782,867 | 1,876,894 |
| 16. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Amounts falling due within one year or on | demand: |
| Bank loans | 496,145 | 182,174 |
| Amounts falling due between one and two | years: |
| Bank loans - 1-2 years | 1,548,633 | 1,434,081 |
| Amounts falling due between two and five | years: |
| Bank loans - 2-5 years | 499,998 | 4,249 |
| Amounts falling due in more than five years: |
| Repayable by instalments |
| Bank loans more 5 yr by instal | 152,778 | - | - | - |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 November 2025 |
| 17. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Hire purchase contracts | Finance leases |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Net obligations repayable: |
| Within one year | 15,146 | 15,146 | 240,581 | 103,329 |
| Between one and five years | 97,511 | 112,657 | 479,176 | 228,074 |
| 112,657 | 127,803 | 719,757 | 331,403 |
| Group |
| Non-cancellable |
| operating leases |
| 2025 | 2024 |
| £ | £ |
| Within one year | 113,033 | 129,533 |
| Between one and five years | 128,742 | 211,442 |
| 241,775 | 340,975 |
| 18. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Bank loans | 2,697,554 | 1,620,504 |
| Hire purchase contracts and finance leases | 832,414 | 459,206 | - | - |
| 3,529,968 | 2,079,710 |
| Obligations under hire purchase contracts and finance leases are secured on the assets to which they relate. |
| Group borrowings have been secured by way of a fixed and floating charge against current and future assets of the company. |
| 19. | PROVISIONS FOR LIABILITIES |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Deferred tax | 658,919 | 390,995 | 303,484 | 105,920 |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 1 December 2024 | 390,995 |
| Charge to Income Statement during year | 67,835 |
| Charge to Other Comprehensive | 200,089 |
| Income |
| Balance at 30 November 2025 | 658,919 |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 November 2025 |
| 19. | PROVISIONS FOR LIABILITIES - continued |
| Company |
| Deferred |
| tax |
| £ |
| Balance at 1 December 2024 |
| Credit to Income Statement during year | ( |
) |
| Charge to Other Comprehensive | 200,089 |
| Income |
| Balance at 30 November 2025 |
| 20. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
Number: |
Class: |
Nominal value: |
| £ |
| 610 | Ordinary A shares | 610 |
| 60 | Ordinary B shares | 60 |
| 60 | Ordinary C shares | 60 |
| 60 | Ordinary D shares | 60 |
| 60 | Ordinary E shares | 60 |
| 150 | Ordinary F shares | 150 |
| 1,000 |
| All classes of share have full rights regarding voting, payment of dividends and distributions. |
| 21. | RESERVES |
| Group |
| Retained | Revaluation |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 December 2024 | 3,363,332 | 20,469 | 3,383,801 |
| Profit for the year | 1,021,525 | 1,021,525 |
| Dividends | (156,000 | ) | (156,000 | ) |
| Revaluation in year | 2,901 | 592,365 | 595,266 |
| At 30 November 2025 | 4,231,758 | 612,834 | 4,844,592 |
| Company |
| Revaluation |
| reserve |
| £ |
| At 1 December 2024 |
| Revaluation in year | 600,266 |
| At 30 November 2025 |
| 22. | NON-CONTROLLING INTERESTS |
| During the year, Juice Sauz Limited issued shares at market value to minority interest. |
| As a result TCF Group Limited hold 95% of the shares in Juice Sauz Limited (2024 - 100%). This is reflected on the consolidated balance sheet. |
| TCF Group Limited (Registered number: 12843315) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 30 November 2025 |
| 23. | RELATED PARTY DISCLOSURES |
| Company |
| Amounts owed from and to group undertakings are not subject to interest. |
| 24. | ULTIMATE CONTROLLING PARTY |
| The controlling party is Mrs J R Chapman. |