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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: Mrs J R Chapman
L M Chapman





REGISTERED OFFICE: Pyke Road
Lincoln
LN6 3QS





REGISTERED NUMBER: 12843315 (England and Wales)





AUDITORS: Wright Vigar Limited
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:





Mrs J R Chapman - Director


3 September 2026

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.

Mrs J R Chapman
L M Chapman

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:





Mrs J R Chapman - Director


3 September 2026

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.




James Sewell BA (Hons) FCA CTA (Senior Statutory Auditor)
for and on behalf of Wright Vigar Limited
Statutory Auditors
Chartered Accountants & Business Advisers
15 Newland
Lincoln
Lincolnshire
LN1 1XG

3 September 2026

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 1,022,302 1,047,991
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 20,830 -
Tangible assets 10 3,587,287 2,497,788
Investments 11 24,449 24,449
3,632,566 2,522,237

CURRENT ASSETS
Debtors 13 828,572 304,088
Cash at bank and in hand 38,001 77,709
866,573 381,797
CREDITORS
Amounts falling due within one year 14 711,381 448,912
NET CURRENT ASSETS/(LIABILITIES) 155,192 (67,115 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

3,787,758

2,455,122

CREDITORS
Amounts falling due after more than one
year

15

(1,381,965

)

(1,436,496

)

PROVISIONS FOR LIABILITIES 19 (303,484 ) (105,920 )
NET ASSETS 2,102,309 912,706

CAPITAL AND RESERVES
Called up share capital 20 1,000 1,000
Revaluation reserve 617,881 17,615
Retained earnings 1,483,428 894,091
SHAREHOLDERS' FUNDS 2,102,309 912,706

Company's profit for the financial year 745,337 252,836

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

The financial statements were approved by the Board of Directors and authorised for issue on 3 September 2026 and were signed on its behalf by:





Mrs J R Chapman - Director


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 1,000 783,014 65,176 849,190

Changes in equity
Dividends - (189,320 ) - (189,320 )
Total comprehensive income - 300,397 (47,561 ) 252,836
Balance at 30 November 2024 1,000 894,091 17,615 912,706

Changes in equity
Dividends - (156,000 ) - (156,000 )
Total comprehensive income - 745,337 600,266 1,345,603
Balance at 30 November 2025 1,000 1,483,428 617,881 2,102,309

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

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


2. ACCOUNTING POLICIES

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

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
Goodwill, being the amount paid in connection with the acquisition of a business in 2025, is being amortised evenly over its estimated useful life of five years.

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.

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

Computer software is being amortised evenly over its estimated useful life of ten years.

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
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Plant and machinery - 20% on cost and 10% on cost
Fixtures and fittings - 33% on cost, 25% straight line, 20% on cost and 10% on cost
Motor vehicles - 25% straight line
Computer equipment - 50% on cost, 33% on cost, 12.5% on cost and 10% on cost

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
100 93

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 9,987
Additions 23,539
At 30 November 2025 33,526
AMORTISATION
At 1 December 2024 9,987
Amortisation for year 2,709
At 30 November 2025 12,696
NET BOOK VALUE
At 30 November 2025 20,830
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 2,036,064 235,970 235,259 2,253 2,509,546
Additions - 299,244 - - 299,244
Revaluations 800,355 - - - 800,355
At 30 November 2025 2,836,419 535,214 235,259 2,253 3,609,145
DEPRECIATION
At 1 December 2024 - - 10,195 1,563 11,758
Charge for year - - 9,410 690 10,100
At 30 November 2025 - - 19,605 2,253 21,858
NET BOOK VALUE
At 30 November 2025 2,836,419 535,214 215,654 - 3,587,287
At 30 November 2024 2,036,064 235,970 225,064 690 2,497,788

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:

20252024
£   £   
Cost369,74470,500

Accumulated depreciation32,2649,507

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertaking
£   
COST
At 1 December 2024
and 30 November 2025 24,449
NET BOOK VALUE
At 30 November 2025 24,449
At 30 November 2024 24,449

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Juice Sauz Ltd
Registered office: Pyke Road, Lincoln, England, LN6 3QS.
Nature of business: other manufacturing.
%
Class of shares: holding
Ordinary A 95.00
2025 2024
£    £   
Aggregate capital and reserves 2,550,959 2,187,676
Profit for the year 314,470 570,129

888 Vapour Ltd
Registered office: Pyke Road, Lincoln, England, LN6 3QS.
Nature of business: retail sales of new goods in specialised stores.
%
Class of shares: holding
Ordinary 100.00
2025 2024
£    £   
Aggregate capital and reserves 486,862 517,320
(Loss)/profit for the year (30,458 ) 190,531

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

Lincpak Ltd
Registered office: Pyke Road, Lincoln, England, LN6 3QS.
Nature of business: other manufacturing
%
Class of shares: holding
Ordinary 100.00
2025 2024
£    £   
Aggregate capital and reserves (174,423 ) (208,651 )
Profit for the year 34,228 47,045

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 618,366 198,874 362,775 97,072
Amounts owed by group undertakings - - 314,984 152,984
Other debtors 53,865 - 49 -
Prepayments and accrued income 485,578 899,260 150,764 54,032
1,157,809 1,098,134 828,572 304,088

Amounts falling due after more than one year:
Other debtors 36,875 18,000 - -

Aggregate amounts 1,194,684 1,116,134 828,572 304,088

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) 496,145 182,174 165,674 165,674
Hire purchase contracts and finance leases (see note 17)
255,727

118,475

-

-
Trade creditors 1,012,034 1,047,087 8,507 14,217
Amounts owed to group undertakings - - 3,428 -
Tax 329,251 279,471 240,602 110,215
Social security and other taxes 101,054 58,941 15,951 13,509
VAT 142,737 140,054 67,997 31,549
Other creditors 402,049 125,662 28,266 29,114
Directors' current accounts 4,679 28,572 4,679 28,572
Accruals and deferred income 285,901 79,447 176,277 56,062
3,029,577 2,059,883 711,381 448,912

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 1,381,965 1,425,747
Hire purchase contracts and finance leases (see note 17)
576,687

340,731

-

-
Other creditors 4,771 97,833 - 10,749
2,782,867 1,876,894 1,381,965 1,436,496

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 496,145 182,174 165,674 165,674
Amounts falling due between one and two years:
Bank loans - 1-2 years 1,548,633 1,434,081 1,381,965 1,425,747
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 1,547,639 1,591,421
Hire purchase contracts and finance leases 832,414 459,206 - -
3,529,968 2,079,710 1,547,639 1,591,421

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 105,920
Credit to Income Statement during year (2,525 )
Charge to Other Comprehensive 200,089
Income
Balance at 30 November 2025 303,484

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 17,615
Revaluation in year 600,266

At 30 November 2025 617,881


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.