Two Wombats Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

Registered number: 15221146

		31 December 2025		31 October 2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	5		4,043		-
Investments	6		2		2

			4,045		2
CURRENT ASSETS
Stocks	7	128,744		61,961
Debtors	8	671,694		57,100
Cash at bank and in hand		96,997		23,383

		897,435		142,444
Creditors: Amounts Falling Due Within One Year	9	(595,839 )		(137,085 )

NET CURRENT ASSETS (LIABILITIES)			301,596		5,359

TOTAL ASSETS LESS CURRENT LIABILITIES			305,641		5,361

Creditors: Amounts Falling Due After More Than One Year	10		-		(385,273 )

NET ASSETS/(LIABILITIES)			305,641		(379,912 )

CAPITAL AND RESERVES
Called up share capital	11		3		2
Share premium account			1,871,771		-
Profit and Loss Account			(1,566,133 )		(379,914 )

SHAREHOLDERS' FUNDS			305,641		(379,912)

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Two Wombats Limited

Balance Sheet (continued)

As At 31 December 2025

For the period ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.

Revised financial statements. These revised financial statements replace the original financial statements for the period

ended 31 December 2025,which were approved by the board on 1 September 2026 and delivered to the Registrar on 29th September 2026.

They are now the statutory accounts of the company for that period. They have been prepared as at the date of the

original financial statements and not as at the date of revision and accordingly do not deal with events between those dates.

The respects in which the original financial statements did not comply with the requirements of the Companies Act 2006,

and the significant amendments made, are set out in note 1.

The revised financial statements were approved by the board of directors and authorised for issue on 21st Oct 2026 and are signed

on its behalf by:

Mr Cormac Folan

Director

21/10/2026

The notes on pages 3 to 6 form part of these financial statements.

1. Revision by Replacement

The financial statements for the period ended 31 December 2025 have been revised.

These financial statements:

replace the original financial statements;
are now the statutory financial statements;
have been prepared as at the date of the original financial statements, and not as at the date of the revision and accordingly do not deal with events between those dates.

These revised financial statements replace the original financial statements for the period ended 31 December 2025, which were

approved by the board on 1 September 2026 and delivered to the Registrar of Companies on 29 September 2026. They have been

prepared under the Companies (Revision of Defective Accounts and Reports) Regulations 2008.

The original financial statements did not comply with the Companies Act 2006 in the following respects, which have been corrected:

(a) corresponding amounts for the period ended 31 October 2024 were not presented;

(b) called up share capital was omitted from the balance sheet (having been included within share premium) and the share capital

note was left blank;

(c) the investment in subsidiaries was shown as nil at the start of the period and its cost described as a revaluation, and the required

particulars of subsidiary undertakings were not given;

(d) tangible fixed assets acquired during the period were presented as held at the start of the period;

(e) accounting policies for going concern, tangible fixed assets and depreciation, investments and other material items were not

stated; and

(f) charges between the company and its subsidiary under the intercompany services agreement effective 1 January 2025 were not

recognised (see note 12). Recognising them increases the loss for the period, and reduces amounts owed by group undertakings and

net assets, by £428,041.

In addition, foreign exchange gains of £21,533 previously shown as distribution costs have been presented as other operating income

2. General Information

Two Wombats Limited is a private company, limited by shares, incorporated in England & Wales, registered number 15221146 . The registered office is 9, St. Georges Yard, Farnham, England, GU9 7LW.

3. Accounting Policies

3.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.The company and its subsidiary undertaking comprise a small group, and the company has taken advantage of the option in section 398 of the Companies Act 2006 not to prepare group accounts. The comparative period ran from incorporation on 19 October 2023 to 31 October 2024.

3.2. Going Concern Disclosure

The company has incurred losses in its early growth phase and was funded during the period by the issue of share capital. The directors have reviewed the company’s forecasts, including the expected funding of, and repayments from, its subsidiary, and have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable futu

3.3. Turnover

Turnover represents the value of nicotine pouches sold directly to consumers online, net of discounts, returns and value

added tax. Turnover is recognised when the significant risks and rewards of ownership have transferred to the customer.

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Two Wombats Limited

Notes to the Financial Statements (continued)

For the Period 1 November 2024 to 31 December 2025

3.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are stated at cost less accumulated depreciation and any impairment. Depreciation is provided at

the following annual rates in order to write off each asset over its estimated useful life:

Fixtures & Fittings	25% straight line
Computer Equipment	33.33% straight line

3.5. Stocks and Work in Progress

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and

slow-moving items. Cost is determined on a first-in, first-out (FIFO) basis and comprises the expenditure incurred in

bringing stock to its present location and condition. Net realisable value is the estimated selling price less all further

costs of marketing, selling and distribution.

3.6. Financial Instruments

The company has only basic financial instruments. Debtors, cash and creditors (including amounts owed by group

undertakings and loans) are initially recognised at transaction price and subsequently measured at amortised cost. At each balance sheet date the directors assess amounts receivable, including balances due from

subsidiary undertakings, for objective evidence of impairment.

3.7. Foreign Currencies

Monetary 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 ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

4. Average Number of Employees

Average number of employees, including directors, during the period was: 2 (2024: 2)

5. Tangible Assets

	Fixtures & Fittings	Computer Equipment	Total
	£	£	£
Cost
As at 1 November 2024	-	-	-
Additions	1,527	4,789	6,316

As at 31 December 2025	1,527	4,789	6,316

Depreciation
As at 1 November 2024	-	-	-
Provided during the period	411	1,862	2,273

As at 31 December 2025	411	1,862	2,273

Net Book Value
As at 31 December 2025	1,116	2,927	4,043

As at 1 November 2024	-	-	-

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Two Wombats Limited

Notes to the Financial Statements (continued)

For the Period 1 November 2024 to 31 December 2025

6. Investments

	Subsidiaries
	£
Cost or Valuation
As at 1 November 2024	2

As at 31 December 2025	2

Provision
As at 1 November 2024	-

As at 31 December 2025	-

Net Book Value
As at 31 December 2025	2

As at 1 November 2024	2

Investments in subsidiary undertakings are stated at cost less any provision for impairment.

The company holds share capital in the following subsidiary undertakings:

Name Registered office Class of shares Holding Principal activity

Two Wombats Europa 1 Mount Pleasant

Wisdom Limited Avenue Lower, Ranelagh, Ordinary 100% Online sales of nicotine

Dublin, D06 EY62, Ireland pouches

7. Stocks

	31 December 2025	31 October 2024
	£	£
Stock	128,744	61,961

8. Debtors

	31 December 2025	31 October 2024
	£	£
Due within one year
Trade debtors	154,661	9,592
Other debtors	8,164	47,508

	162,825	57,100
Due after more than one year
Amounts owed by group undertakings	508,869	-

	671,694	57,100

Amounts owed by group undertakings are unsecured, interest free and have no fixed date of repayment. The balance is

stated after the net charges for the period under the intercompany services agreement (note 12). The directors do not expect

the balance to be received within one year, and it is therefore shown as due after more than one year. The directors have

assessed the recoverability of this balance in the context of the subsidiary's forecasts and consider that no provision is

required.

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Two Wombats Limited

Notes to the Financial Statements (continued)

For the Period 1 November 2024 to 31 December 2025

9. Creditors: Amounts Falling Due Within One Year

	31 December 2025	31 October 2024
	£	£
Trade creditors	123,622	67,012
Bank loans and overdrafts	-	25,299
Other loans	179,007	-
Amounts owed to group undertakings	-	2
Other creditors	293,210	44,772

	595,839	137,085

10. Creditors: Amounts Falling Due After More Than One Year

	31 December 2025	31 October 2024
	£	£
Other creditors	-	385,273

The directors' loan of £275,256 owed to Mr D Walker is repayable on demand.

11. Share Capital

	31 December 2025	31 October 2024
	£	£
Allotted, Called up and fully paid	3	2

Allotted, called up and fully paid Number Number

2025 2024 2025 2024

£ £

A Ordinary shares of £0.0001 each 19,200 1.92

B Ordinary shares of £0.0001 each 9,354 0.94

C Ordinary shares of £0.0001 each 2,000 0.20

Ordinary shares of £0.01 each 200 2.00

30,554 200 3.06 2.00

Share capital is shown on the balance sheet rounded to the nearest pound: £3 (2024: £2).

Related party transactions:

As at 31 December 2025 the company owed £275,256 (2024: £385,273) to Mr D Walker, a director. the loan is interest free,unsecured and repayable on demand.

12. Intercompany Services Agreement

With effect from 1 January 2025, the company and its subsidiary, Two Wombats Europa Wisdom Limited, are party to an

intercompany services agreement under which each company recharges the other for the time its employees spend on the

other company's business. Charges are calculated monthly as the total employment cost of that time (gross pay, employer

social security and employer pension contributions) plus a mark-up of 5%. Net amounts are added to the intercompany loan

account.

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