REGISTERED NUMBER: 13540927 (England and Wales)

CAVELL TAYLOR HOLDINGS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Group Strategic Report

2

to

5

Report of the Directors

6

Report of the Independent Auditors

7

to

9

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Statement of Financial Position

12

Company Statement of Financial Position

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Notes to the Consolidated Statement of Cash Flows

17

Notes to the Consolidated Financial Statements

18

to

33

DIRECTORS:

C E B Cavell-Taylor

J S McEuen

W Fowler

REGISTERED OFFICE:

16 Mill Street

Oakham

Rutland

LE15 6EA

REGISTERED NUMBER:

13540927 (England and Wales)

AUDITORS:

Duncan & Toplis Audit Limited, Statutory Auditor

14 All Saints Street

Stamford

Lincolnshire

PE9 2PA

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

REVIEW OF BUSINESS

Strategic Management

The group's strategy is to develop individual apparel and footwear brands within the United Kingdom, Europe and North America.

Business Environment

Trading remains constrained by the competitive environment in wholesale and retail sectors due to the on-going challenges faced by the economy with higher inflation, interest rates, the wars in Ukraine and the Gulf and still uncertainty with international tariffs.

Business Performance

The board consider that the key performance indicators for the group are those that communicate the financial performance and strength of the group as a whole. The key financial highlights are as follows:

2025

2024

Change

£m

£m

%

Revenue

33.1

31.9

3.7%

Gross Profit

15.2

14.2

7.6%

Gross Margin %

46.1%

44.4%

3.8%

EBITDA before exceptional items

1.4

2.2

-35.0%

Loss on ordinary items before taxation

3.6

1.8

99.3%

The business's total revenues increased 3.7% for the year. Product revenues grew 5.8% which was offset by a decline in service contract income. Product revenues growth was driven by a 30.9% increase in the Direct to Consumer (D2C) channel accounting for 37% of product sales (2024: 31%).

UK revenues grew 5.8%, with EU revenues flat on 2024. The North American revenue, which is primarily focused on the outdoor market, was adversely affected by the tariff uncertainty and unfavourable economic conditions affecting consumer confidence.

The gross profit increased 7.6% and gross margin increased by 1.7% points. This improvement was driven by the growth in the D2C channel.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks arising from the group's activities are liquidity risk, currency risk, interest rate risk and credit risk. The board reviews and agrees policies for managing each of these risks and they are summarised below.

Liquidity risk

Liquidity risk is the risk that the group is unable to meet its payment obligations associated with its liabilities as they fall due. The group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the group's reputation. The group determines its liquidity requirements by the use of cash flow forecasts. On at least an annual basis, the board reviews and approves any funding requirements of the group which they continue to monitor and review on an ongoing basis.

Currency risk

Currency risk is managed by appropriate use of forward currency contracts.

Interest rate risk

Interest rate risk is managed by regular review of fixed and variable rate facilities available from the group's bankers.

Credit risk

Credit risk is managed by constant monitoring of the creditworthiness of customers and by identifying and addressing any credit issues in a timely manner.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

Full details of our ESG performance, commitments and progress against targets are expected to be set out in our first ESG Impact Report, currently planned for Autumn 2026. This report is expected to include our first materiality assessment and ESG risk review.

We are working in partnership with Litmus Sustainability to pursue independent external certification of our environmental, social and governance performance and we intend to submit for assessment during 2026, subject to completing the required evidence, governance and performance work. The certification we are pursuing is awarded by an internationally recognised body and independently verified against defined standards spanning environmental performance, worker wellbeing, community impact, customer stewardship and governance. Beyond the certification itself, the process gives us a practical framework for strengthening accountability, improving our management systems and embedding continuous improvement across the business.

Environmental

We actively monitor our operational environmental impacts, including energy consumption, business travel, employee commuting and fleet emissions. This data informs our ongoing efforts to reduce our direct footprint and feeds into our annual carbon footprint assessment.

Our greenhouse gas emissions data has been prepared in accordance with the GHG Protocol Corporate Standard. Scope 2 emissions are reported using the location-based method. Our carbon footprint includes Scope 1, Scope 2 and selected Scope 3 emissions categories relevant to our operations and value chain. The assessment uses available activity data, supplier information and recognised emissions factors, including UK Government conversion factors where applicable.

During 2024, we completed our first full corporate carbon footprint assessment, produced in partnership with Litmus Sustainability and aligned with the GHG Protocol Corporate Standard.

This footprint covers the full group's material impacts. The assessment covers Scope 1 (direct emissions), Scope 2 (energy indirect emissions), and Scope 3 (value chain emissions).

The 2024 carbon footprint has not been externally assured. We will continue to improve data quality, supplier engagement and methodology transparency as our reporting process matures.

Our 2024 baseline results are as follows:

Scope

Description

tCO2e

Scope 1

Direct emissions

164.18

Scope 2

Energy indirect (location-based)

51.85

Scope 3

Value chain emissions

21,947.21

As a wholesale distributor of outdoor and lifestyle apparel, the substantial majority of our emissions are embedded in the products we source and distribute rather than in our own operations. The Scope 3 figure reflects the carbon intensity of the global apparel supply chain and is consistent with the profile of businesses operating in this sector. Establishing this baseline is the essential first step in setting meaningful reduction targets and engaging supply chain partners on their own emissions performance.

We will continue to improve the accuracy of this data as supplier-specific information becomes more available.

Our 2025 carbon footprint assessment is currently underway and results are expected to be published in Autumn 2026. Following completion of the 2025 assessment, we will review appropriate emissions-reduction targets and set science-based targets in line with the Science Based Targets initiative (SBTi) framework

We continue to direct our sourcing towards manufacturing partners who share our values on responsible production. Our Vendor Compliance Manual sets minimum environmental and ethical standards across our supply base. We are progressively moving product ranges towards natural fibres certified for responsible, sustainable sourcing and reducing the use of virgin synthetic materials where credible alternatives are available.

We recognise that the products we distribute have an environmental footprint that extends beyond the point of sale. We are developing our understanding of end-of-life pathways for the categories we distribute, including repair, reuse and recovery options, as well as other circular economy opportunities. This work will inform future decisions on product design, packaging, returns, durability and waste reduction.

Human Rights and Responsible Sourcing

We are committed to respecting human rights across our own operations and throughout our supply chain. We expect our manufacturing partners to uphold workers' rights at every tier of production, including fair treatment, safe working conditions, freedom of association and freedom from forced labour, child labour, harassment, discrimination and exploitation.

Our Vendor Compliance Manual formalises these expectations and includes requirements for factory auditing. Supplier compliance is reviewed through our onboarding, documentation and audit processes. Where issues are identified, we expect suppliers to take corrective action within agreed timeframes.

We are continuing to develop our human rights due diligence approach in line with internationally recognised standards. This includes strengthening our approach to supplier risk assessments, audit follow-up, corrective action tracking and implementation and escalation where supplier performance does not meet our expectations.

We are committed to addressing modern slavery and regularly update our Modern Slavery Statement, which outlines our ongoing commitment to safe working practices across our business and supply chain where we've identified material risks.

Social

We invest in our people. We are conducting a review of our rewards, benefits and employment practices to ensure we offer the right support to our workforce, including parental leave, career development, fair pay, training and well-being. The findings of this review are expected to inform a people action plan during 2026, to be outlined in our forthcoming ESG Report.

We run a regular employee engagement survey to measure workplace culture and gather feedback from our people. We are currently expanding this to include ESG-specific questions, ensuring that our workforce can contribute directly to our sustainability agenda and that their views inform our approach.

We are also reviewing the policies and processes that support fair work, inclusion, health and safety, employee voice, grievance handling and professional development. This work will help ensure that our people practices are consistent, transparent and aligned with our responsible business ambitions.

During the year, we supported a number of charitable and community causes. These included Room to Read, The Game and Wildlife Conservation Trust, Atlantic Salmon Trust and other local charities.

We will continue to strengthen the way we measure community impact, including charitable giving, employee involvement, in-kind support and partnerships that align with our values and business activities.

Governance

ESG is reviewed regularly at the board level, ensuring that environmental and social considerations inform strategic decision-making and that progress against our commitments is actively monitored. We are developing a clearer ESG reporting cadence, including defined priorities, owners, evidence requirements and progress indicators.

We are reviewing all internal policies and creating new ones where required, to ensure that ESG is embedded across the business. This includes reviewing our policy framework in areas such as anti-bribery and corruption, conflicts of interest, modern slavery, supplier compliance, whistleblowing, health and safety, data protection, responsible marketing, tax and public policy.

We are active members of the Outdoor Industries Association of Great Britain (OIA) and the European Outdoor Company (EOG). The EOG is an industry association that represents the outdoor industry across Europe. Through these memberships which we participate in collective industry efforts to raise standards on sustainability, responsible sourcing and climate action.

We are committed to responsible and transparent tax practices, paying the right amount of tax in the jurisdictions in which we operate and in accordance with both the letter and spirit of applicable tax law. We do not engage in artificial tax arrangements designed to avoid tax obligations, and we will set out our approach to tax in full in our ESG Impact Report.

We do not engage in political lobbying or make political donations. We have a formal policy governing our approach to government affairs and public policy, which will be formalised and made available on our website later in 2026. We are committed to providing all stakeholders, including employees, suppliers and members of the wider community with accessible and safe mechanisms to raise concerns, report misconduct and seek remedies. A formal grievance and whistleblowing framework is currently in development and is expected to be in place by Autumn 2026, subject to board approval and implementation planning. Once finalised, details will be made available to relevant stakeholders.

ON BEHALF OF THE BOARD:

C E B Cavell-Taylor - Director

18 September 2026

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

PRINCIPAL ACTIVITIES

The principal activities of the group in the year under review were those of the sale of specialist clothing and footwear.

DIVIDENDS

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

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

C E B Cavell-Taylor

J S McEuen

W Fowler

FINANCIAL INSTRUMENTS

The group's principal financial instruments comprise cash, bank term borrowings, bank import loans and overdrafts, trade debtors and trade creditors.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

C E B Cavell-Taylor - Director

18 September 2026

Opinion

We have audited the financial statements of Cavell Taylor Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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:

We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with directors and other management obtained as part of the work required by auditing standards. We have also discussed with the directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit. The potential impact of different laws and regulations varies considerably.

Firstly, the group is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates as well as the risk of inappropriate journal entries to increase reported profitability. Audit procedures performed by the engagement team included the identification and testing of unusual material journal entries and challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. We carried out substantive tests on accounting estimates, including reviewing the methods and data used by management to make those estimates, reperforming the calculation and reviewing the outcome of current year estimates since the financial reporting date.

Secondly, the group is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified the following areas as those most likely to have such an effect: Health and safety regulations, consumer rights and employment law.

Our work included a review of relevant correspondence within the year for any evidence of non-compliance and reading minutes of meetings of those charged with governance. In addition, an assessment of the group's legal expenses and possible contingencies was performed. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Alistair Main BFP FCA (Senior Statutory Auditor)

for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor

14 All Saints Street

Stamford

Lincolnshire

PE9 2PA

18 September 2026

REVENUE

3

33,077,930

31,899,985

Cost of sales

17,842,312

17,743,873

GROSS PROFIT

15,235,618

14,156,112

Distribution costs

1,930,758

1,672,245

Administrative expenses

12,677,129

11,246,437

14,607,887

12,918,682

627,731

1,237,430

Other operating income

4

258,584

270,253

OPERATING PROFIT

6

886,315

1,507,683

Exceptional income

7

3,104,369

-

Exceptional costs

7

(1,907,048

)

(515,798

)

Share of profit/(loss) in associates

7

(1,591,038

)

(1,705,000

)

Amounts written off investments

7

(3,285,397

)

-

(2,792,799

)

(713,115

)

Interest receivable and similar income

10,400

20,833

(2,782,399

)

(692,282

)

Interest payable and similar expenses

8

852,658

1,131,722

LOSS BEFORE TAXATION

(3,635,057

)

(1,824,004

)

Tax on loss

9

298,609

41,356

LOSS FOR THE FINANCIAL YEAR

(3,933,666

)

(1,865,360

)

Loss attributable to:

Owners of the parent

(3,933,666

)

(1,865,360

)

LOSS FOR THE YEAR

(3,933,666

)

(1,865,360

)

OTHER COMPREHENSIVE INCOME

Exchange differences on translation of

Overseas subsidiaries

7,249

21,027

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

7,249

21,027

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(3,926,417

)

(1,844,333

)

Total comprehensive income attributable to:

Owners of the parent

(3,926,417

)

(1,844,333

)

FIXED ASSETS

Intangible assets

11

269,293

1,030,742

Property, plant and equipment

12

5,505,427

5,714,751

Investments

13

2,642,629

7,519,064

Investment property

14

620,000

620,000

9,037,349

14,884,557

CURRENT ASSETS

Inventories

15

9,432,082

11,049,007

Debtors

16

2,746,325

2,674,532

Cash at bank

5,732,033

1,951,298

17,910,440

15,674,837

CREDITORS

Amounts falling due within one year

17

17,490,192

15,738,925

NET CURRENT ASSETS/(LIABILITIES)

420,248

(64,088

)

TOTAL ASSETS LESS CURRENT LIABILITIES

9,457,597

14,820,469

CREDITORS

Amounts falling due after more than one year

18

(2,884,495

)

(4,534,985

)

PROVISIONS FOR LIABILITIES

23

(137,834

)

(189,235

)

NET ASSETS

6,435,268

10,096,249

CAPITAL AND RESERVES

Called up share capital

24

4,000,003

4,000,003

Revaluation reserve

25

2,521,930

2,521,930

Capital redemption reserve

25

20,821

20,821

Foreign exchange reserve

25

228,194

(44,491

)

Merger reserve

25

1,090

1,090

Retained earnings

25

(336,770

)

3,596,896

SHAREHOLDERS' FUNDS

6,435,268

10,096,249

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2026 and were signed on its behalf by:

C E B Cavell-Taylor - Director

FIXED ASSETS

Intangible assets

11

-

-

Property, plant and equipment

12

-

-

Investments

13

2

2

Investment property

14

-

-

2

2

CURRENT ASSETS

Debtors

16

7,431,223

8,026,406

CREDITORS

Amounts falling due within one year

17

3,431,222

4,026,405

NET CURRENT ASSETS

4,000,001

4,000,001

TOTAL ASSETS LESS CURRENT LIABILITIES

4,000,003

4,000,003

CAPITAL AND RESERVES

Called up share capital

24

4,000,003

4,000,003

SHAREHOLDERS' FUNDS

4,000,003

4,000,003

Company's profit for the financial year

-

-

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2026 and were signed on its behalf by:

C E B Cavell-Taylor - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1 January 2024

4,000,003

5,462,256

2,521,930

Changes in equity

Total comprehensive income

-

(1,865,360

)

-

Balance at 31 December 2024

4,000,003

3,596,896

2,521,930

Changes in equity

Total comprehensive income

-

(3,933,666

)

-

Balance at 31 December 2025

4,000,003

(336,770

)

2,521,930

Capital

Foreign

redemption

exchange

Merger

Total

reserve

reserve

reserve

equity

£

£

£

£

Balance at 1 January 2024

20,821

8,807

1,090

12,014,907

Changes in equity

Translation of opening reserves

-

(74,325

)

-

(74,325

)

Total comprehensive income

-

21,027

-

(1,844,333

)

Balance at 31 December 2024

20,821

(44,491

)

1,090

10,096,249

Changes in equity

Translation of opening reserves

-

265,436

-

265,436

Total comprehensive income

-

7,249

-

(3,926,417

)

Balance at 31 December 2025

20,821

228,194

1,090

6,435,268

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

4,000,003

-

4,000,003

Changes in equity

Balance at 31 December 2024

4,000,003

-

4,000,003

Changes in equity

Balance at 31 December 2025

4,000,003

-

4,000,003

Cash flows from operating activities

Cash generated from operations

1

2,880,350

5,087,059

Interest paid

(852,658

)

(1,131,722

)

Tax paid

(6,659

)

(6,782

)

Net cash from operating activities

2,021,033

3,948,555

Cash flows from investing activities

Purchase of tangible fixed assets

(63,945

)

(254,956

)

Sale of intangible fixed assets

1,900,227

-

Interest received

10,400

20,833

Net cash from investing activities

1,846,682

(234,123

)

Cash flows from financing activities

Net loan advancements/(repayments)

306,509

(4,914,405

)

Receipt of new loan facilities

-

1,204,142

Amount withdrawn by directors

(595,183

)

(141,446

)

Net cash from financing activities

(288,674

)

(3,851,709

)

Increase/(decrease) in cash and cash equivalents

3,579,041

(137,277

)

Cash and cash equivalents at beginning of year

2

1,951,298

2,053,654

Effect of foreign exchange rate changes

201,694

34,921

Cash and cash equivalents at end of year

2

5,732,033

1,951,298

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Loss before taxation

(3,635,057

)

(1,824,004

)

Depreciation charges

507,834

675,683

Loss on disposal of fixed assets

26,702

1,000

Exceptional income

(3,104,369

)

-

NBV of disposals (exceptional costs)

571,173

84,567

Share of profit/(loss) in associates

1,591,038

1,705,000

Impairment of fixed asset investments

3,285,397

-

Finance costs

852,658

1,131,722

Finance income

(10,400

)

(20,833

)

84,976

1,753,135

Decrease in inventories

1,616,925

5,239,877

(Increase)/decrease in trade and other debtors

(71,793

)

1,919,833

Increase/(decrease) in trade and other creditors

1,250,242

(3,825,786

)

Cash generated from operations

2,880,350

5,087,059

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

5,732,033

1,951,298

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,951,298

2,053,654

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

1,951,298

3,780,735

5,732,033

1,951,298

3,780,735

5,732,033

Debt

Debts falling due within 1 year

(6,804,673

)

(752,857

)

(7,557,530

)

Debts falling due after 1 year

(4,534,985

)

1,650,490

(2,884,495

)

(11,339,658

)

897,633

(10,442,025

)

Total

(9,388,360

)

4,678,368

(4,709,992

)