Final Results for the year ended 31 December 2024

S-VENTURES PLC

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

CONTENTS

DIRECTORS:

S P Livingston

B Choudhrie

R D Hewitt (resigned 14 February 2025)

S Argent (resigned 28 May 2025)

A J B Phillips (resigned 28 May 2025)

FINANCIAL ADVISOR:

VSA Capital Limited, 99 Bishopsgate, London, EC2M 3XD

AUDITORS:

RPG Crouch Chapman LLP, 40 Gracechurch Street, London EC3V 0BT

LAWYERS:

Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW

REGISTRARS:

Neville Registrars, Neville House, Steelpark Road, Halesowen, B62 8HD

REGISTERED OFFICE:

Suite 8, 3rd Floor, 121 Sloane Street, London, SW1X 9BW

REGISTERED NUMBER:

12723377 (England and Wales)

Chairman's Statement

The Board is pleased to present our audited results for the year ended 31 December 2024.

We have made progress in what has continued to be a challenging environment. However, we are seeing green shoots and are very excited about new product launches for both Pulsin and Juvela. Group EBITDA is £0.7m on gross sales of £15.4m.

Since the year end, we have completed the reversal of the main operating businesses into Tooru PLC (formerly Riverfort Global Opportunities PLC). S-Ventures is now the largest shareholder in Tooru, holding 27.8% and has settled all its debt instruments either in cash or equity in Tooru.

We will investigate methods to potentially distribute the AIM-listed Tooru stock (ticker: TOO), as well as finding suitable deals and opportunities for S-Ventures in the coming year.

…………………………………….

Bhanu Choudhrie

Non-Executive Chairman

CEO's Report

We are pleased to present our audited results for the financial year ended 31 December 2024, where we are reporting positive results for the Group.

Net sales were £13.9m for the group and the underlying operating businesses, excluding the parent company plc costs, produced a positive EBITDA of £1.6m.

Since the year end, we have completed our reverse takeover (RTO) transaction with Tooru PLC (formerly Riverfort Global Opportunities PLC) and our board members, Alex Phillips, Stephen Argent and me, have taken senior board positions in Tooru.

S-Ventures PLC has a material stake in Tooru of 27.8%, making it the single largest shareholder.

Under the terms of the RTO, S-Ventures PLC's debt position is being settled and the bridge loans taken out over the previous two years have either been settled in equity in Tooru or paid off in full. There is now no charge on S-Ventures PLC in respect of these loans.

The group's divisions have been performing well and of note is the exceptional launch of "OAF", our new challenger gluten-free bread brand developed by Juvela, www.oafglutenfree.co.uk. We're also delighted that our KETO multipacks in the Pulsin range are performing well.

We remain focused on building value for our shareholders and are now looking at potential ways of distributing part or all of the AIM stock in Tooru to shareholders. We also are considering a number of value-accretive deals for the Company.

……………………………………..

S P Livingston

Chief Executive Officer

Group Strategic Report

FINANCIAL REVIEW

Introduction

During the year ended 31 December 2024, the group continued to support, consolidate and grow its existing businesses. By the end of the year, three of those subsidiaries: Pulsin, Juvela and Market Rocket were delivering positive EBITDA on a monthly basis.

The group has achieved gross sales to £15.4m before trade discounts of £1.5m resulting in net sales of £13.9m and EBITDA of £0.7m. It sustained net losses of £1.9m after finance costs, depreciation and impairments.

Trading margins improved across the group from 45% to 58%

The directors do not propose to declare a dividend. The resultant loss represents a 1.69p (2023- 5.04p) loss per share in issue at the end of the financial period.

Comments on performance of our operating businesses:

Market Rocket

Entering its 5th year of business, Market Rocket Limited has continued to evolve and strengthen its position as a leading eCommerce growth partner through 2024. It has carried on expanding its Marketverse platform and its full-service agency operations across Amazon and broader digital channels.

While monthly turnover for the year to 31 December 2024 has marginally dropped through the year - primarily due to supply-side constraints and client stock availability issues impacting the Marketverse direct selling division - core agency revenues, which are the backbone of the business from a profitability standpoint, have shown consistent and strong growth throughout the year.

Amazon agency revenues more than doubled on a monthly basis compared to the start of the year, and the off-Amazon service revenues have grown steadily month-on-month, reflecting successful client acquisition, service expansion, and increasing demand for performance-led digital strategy.

Off-Amazon capabilities have become a core part of the company's offering, with robust revenue growth driven by services including paid media, content creation, performance analytics, and D2C channel management. These areas are underpinned by strategic accreditations and partnerships with Meta, TikTok, Google, and Semrush, which complement the long-standing Amazon Service Provider Network and Verified Advertising Partner status.

The resilience and scalability of our core business lines continue to support our long-term strategy.

Pulsin

Pulsin is a well-established and highly respected plant-based nutrition company, excelling in plant-based nutrition technology, manufacturing and sales, with a focus on healthy protein bars, nutritional snacks and Keto bars. Pulsin formulates and produces high quality plant-based products under its own brand as well as for third parties, from its specialised facilities in Gloucester.

Pulsin's award-winning range of tasty snack bars, protein powders, keto products and shakes are packed full of feelgood nutritional goodness and balanced with the right amount of superfood ingredients. The Pulsin range is gluten free and suitable for vegetarians, with the majority being plant-based too. Pulsin never uses artificial ingredients, preservatives or palm oil. The products are available at most large retailers such as Sainsbury's, Tesco, Boots, Asda, Holland & Barrett and Ocado.

Pulsin had gross sales of approximately £3.4m in the twelve months to 31 December 2024 (2023 - £7.5m). The reduction in revenue comes after a full business review of revenue, margins, recipes and time management that led to the Company dropping some poorly performing customers and product lines. The focus in 2024 was reducing overheads, increasing margins, consolidating the range, and planning new product launches for 2025. The business faced difficulties in erratic and unexpected increased raw materials costs (cocoa butter, in particular), some by as much as 200%.

The business implemented a major review of all suppliers for both materials and services, along with a new reduced staff structure based on the business review conducted during this period. As part of the review, we ceased trading with Amazon as a Seller Central customer and then implemented a change to the Vendor Central Services. This cut out additional costs associated with selling products on the Amazon Seller platform.

The business has identified more overhead reductions by securing a new manufacturing site in Wales. This will have a significant impact on the overall operational costs for the next 5-10 years. The business has secured a larger site for a fraction of its current costs in preparation for the planned growth of the NPD launches in 2025/2026. The move is expected to save the business £1.8 million in rent alone over the next 10 years compared to the current site. These savings, alongside the planned NPD launches, will not only give the business significant growth with current customers and product categories but also enable launches into new categories and taking on new customers. Prior to the move, the business had been EBITDA-positive for every month since October 2024. With the planned move this should increase profitability over the coming months.

We Love Purely

We Love Purely remains one of the UK's leading premium plantain crisp brands, focused on natural ingredients and sustainable sourcing. For the 12 months to 31 December 2024, the business achieved a turnover of £244k, reflecting its resilience in the face of significant operational constraints. The company's ability to scale was limited by several external challenges, including delays at source in South America, ongoing cash flow constraints, and restricted production capacity, all of which impacted fulfilment timelines and order volumes.

Despite these issues, We Love Purely achieved several strategic milestones. The brand launched into Holland & Barrett Benelux, further expanding its international footprint across Switzerland, Portugal, and selected Asian markets. Two new flavours - lemon and sweet plantain in a 75g format - were successfully introduced, broadening the product range, and appealing to a wider consumer base.

To mitigate supply chain risk, the company has begun diversifying its supplier base and strengthening its distribution infrastructure. These actions are aimed at improving efficiency and reducing future disruption. Additionally, We Love Purely is preparing to launch a new product line outside the snacking category, aligned with its long-term growth strategy.

Looking ahead, the business remains focused on improving operational resilience, securing working capital, and driving innovation to support sustainable growth.

Juvela

Juvela is a specialist bakery company producing a range of gluten-free flours and bakery products, sold through the NHS prescription channel, where the company has approximately a 50% share of the market. In addition, several products are available in major UK and Irish retailers.

The business continues to perform in line with expectations, generating net turnover of £7.7m for the 12 month to 31st December 2024 with an EBITDA of £1.9m.

Juvela completed the build of a brand new allergen-free bakery in 2024, adjacent to its existing gluten-free bakery. The business launched the first retail products out of this site in October 2024 into a major UK supermarket and secured further retailer listings for 2025.

Since the end of the financial year, Juvela has successfully launched its new retail brand, "OAF", which is a 'fun, character-led challenger brand' with a playful persona. The branding illustrates how 'stupidly simple' and 'ridiculously good' gluten free bread can be and is aimed at attracting a broader healthy foodie shopper to the free-from aisle. The OAF launch went live in a major UK supermarket in June 2025 with 4 new SKU listings in up to 500 stores.

Cash flow and cash position

During the year, the company completed the negotiations to raise further capital of £2m by way of loans of £1m each from Riverfort Global Opportunities plc (RGO) and Sherwood International Holdings Limited, which were received in March 2024. A further loan of £200,000 was received from RGO in October 2024. Subsequent to the year end, the negotiations for the acquisition of the Company's operating subsidiaries and the settlement of its liabilities by RGO were successfully concluded. The completion of this transaction, in May 2025, enabled the full repayment of the £1m loan from Kratos Investments taken out in November 2023 and the capitalisation of the two loans from RGO and Sherwood. In addition, RGO (now renamed Tooru plc) has contracted to provide sufficient funds to clear the company's remaining trade creditors and repay a £500,000 loan provided to S-Ventures Acquisitions, during the course of 2025.

CURRENT TRADING

Following the completion of the acquisition of the company's operating subsidiaries to Tooru plc, the company is now a cash shell, holding 27.8% of the issued share capital of Tooru plc ("the Consideration Shares"). As a result, under the AQSE Growth Market Rules and Regulations, it has been re-classified as an Enterprise Company.

The Board intends to consult with Shareholders in due course regarding the most appropriate and tax-efficient method of realising value from its shareholding in the Tooru plc, which may include a distribution of some or all of the Consideration Shares. It is possible that not all the Consideration Shares will be distributed to shareholders, depending on the investment opportunities or working capital requirements of the Company in the future.

PRINCIPAL RISKS AND UNCERTAINTIES

Our key risks can be summarised as follows:

Section 172 Statement

The Board of Directors, in line with their duties under section 172 of the Companies Act 2016, act in a way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard to a range of matters when making decisions for the long term. Key decisions and matters that are of strategic importance to the Company are appropriately informed by s172 factors.

Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The Directors continue to have regard to the interests of the Company's employees and other stakeholders, the impact of its activities on the community, the environment and the Company's reputation for good business conduct, when making decisions. In this context, acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its members in the long term. We explain in this annual report, and below, how the Board engages with stakeholders.

The Board regularly reviews the Company's principal stakeholders and how it engages with them. This is achieved through information provided by management and also by direct engagement with stakeholders themselves.

The table below sets out some examples of how the directors have exercised this duty:

Report of the Directors

The Directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

FUTURE DEVELOPMENTS

Details of the Group's future developments are contained in the Strategic report set out above.

EVENTS SINCE THE END OF THE PERIOD

Information relating to events since the end of the period is given in Note 36 to the financial statements.

DIRECTORS

The directors who have held office during the period to the date of this report are as follows:

S Argent (resigned 28 May 2025)

B Choudhrie

R D Hewitt (resigned 14 February 2025)

S P Livingston

A J B Phillips (resigned 28 May 2025)

REMUNERATION COMMITTEE REPORT

The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Group's policy on the remuneration packages of the Company's Chairman, and the executive directors and such other members of the senior management as it is designated to consider. The Remuneration Committee also has responsibility for determining (within the terms of the Group's policy and in consultation with the Chairman of the board and/or the Chief Executive Officer) the total individual remuneration package for each executive director and other senior managers (including bonuses, incentive payments and share options or other share awards). The remuneration of non-executive directors is a matter for the independent board. No director or manager will be allowed to partake in any discussions as to their own remuneration. In exercising this role, the directors shall have regard to the recommendations put forward in the relevant QCA Guidelines.

In the year to 31 December 2024, the Remuneration Committee consisted of the Non-Executive Chairman and a non-executive director: Alex Phillips. The Remuneration Committee is convened not less than twice a year and otherwise as required.

Directors' Remuneration Policy

The Committee takes into account both Group and individual performance, market value and sector conditions in determining director and senior employee remuneration. The Committee has maintained a policy of paying salaries comparable with peer companies in the sector in order to attract and retain key personnel.

For the first part of the period under review, these costs were kept very low reflecting the Group strategy of building for the future. In future periods, salary costs are likely to rise.

Directors remuneration

Year ended 31 December 2024

Prior 15-month period ended 31 December 2023:

Fees payable

Service Contracts and non-executive directors' Letters of Appointment

The executive directors have rolling contracts that are terminable on 12 months' notice. These contracts are not fixed term and will be reviewed annually. The chairman has an agreement entitling him to £30,000 pa and the other non-executive directors have agreements entitling them to fees of £12,000 pa. Fees of £1,000 per month were accrued for services provided in the current period.

Directors' interests as at 31 December 2024

Share Options and Warrants

There is one set of warrants exercisable at 4p and an option exercisable at 15p.

Shareholder Approval of Directors' Remuneration Report

Shareholders are asked to approve this directors' Remuneration Report for the year ended 31 December 2024 at the forthcoming Annual General Meeting. This resolution is advisory in nature.

STATEMENT OF CORPORATE GOVERNANCE ARRANGEMENTS

Introduction

We are pleased to set out below the Corporate Governance Report for the year ended 31 December 2024. As an AQSE quoted company, we recognise the importance of sound corporate governance in supporting and delivering the strategy of the Company and its subsidiaries (together the "Group"). This involves managing the Group in an efficient manner for the benefit of its shareholders and other stakeholders whilst maintaining a corporate culture which is consistent with our values.

The Company adopted the QCA Corporate Governance Code ("QCA Code") on its initial listing. The Company's Corporate Governance Statement is available to view on the Company's website at www.s-venturesplc.com

The board of directors is responsible for the long-term success of the Company and, as such, devises the Group strategy and ensures that it is implemented. The board is determined that the Company protects and respects the interests of all stakeholders and in particular, is very focused upon creating the right environment for its employees. We want a happy workplace and we want our employees to be fully and properly rewarded and to feel that they are an integral part of the S-Ventures family. A reward structure is in place which, inter alia, allows for the grant of share options, enabling members of staff to participate in the growth of the Company, as appropriate.

We want our suppliers, who are an essential part of the Company, to also feel part of the S-Ventures family and we work closely with them to ensure that this is the case. Above all, the Company wishes to ensure that shareholders obtain a good return on their investment and that the Company is managed for the long-term benefit of all shareholders and other stakeholders. Appropriate Corporate Governance procedures will ensure that that is the case and reduce the risk of failure.

The Development of the Code for S-Ventures

The QCA sets out 10 principles which the Board is working on to expand into an effective document to cover all areas of the Group's business. During 2024 the board reviewed whether the Quoted Companies Alliance (QCA) code remains appropriate to continue following, the substitute that was considered was the UK Corporate Governance Code published by the Financial Reporting Council (FRC). Due to the size of the Company and the prescriptive nature of the UK Corporate Governance Code a decision was made to continue abiding by the QCA code.

The Group has a clear mandate to optimise the allocation of resources to support its development and growth plans seeking to maintain a balance between its resources and maintaining robust corporate governance practices. As the Group evolves, the Board is committed to enhancing the Company's policies and practices appropriate for the size and maturity of its business and organisation.

Set out below are the Group's corporate governance practices for the year ended 31 December 2024.

1. Business strategy

The previous business model involved seeking out strong brands or products with a clear market message within the wellness sector. Since the completion of the RTO, the Company is currently a cash shell and, as stated in the CEO's report, above, will be considering a number of value-accretive deals for the Company.

2. Shareholder needs

Other than promoting growth and thus shareholder value, we aim to develop ways of communicating effectively with our shareholders to ensure we are developing appropriately. As the group grows this will become more important; for the time being, this is achieved by data on our website, press notices and the full presentation of our annual accounts. In addition, we will be consulting with shareholders in due course regarding the most appropriate and tax-efficient method of realising value from the Company's shareholding in the Tooru plc

3. Risk Management

We consider risk management at two levels. Firstly, we ensured that all our products were being made to appropriate and up to date food hygiene standards. Secondly, we have implemented reporting and management systems appropriate to a Group of our size at both the operating company level and main board level. We have ensured that the group carries appropriate insurance covers.

Secondly, the main Board has set up committees which include non-executive directors for investment decisions, remuneration and audit. Whilst the Investment Committee sift possible targets, all offers are approved by the full main Board.

4. The Board

The Board members are listed on page 1. The board meets regularly online and in person. During the year ended 31 December 2024, there have been 12 minuted Board meetings.

New board appointments would be considered by the CEO and Chairman.

The full formal Board meetings have a formal structure covering recent developments, present finance and funding issues, acquisition policies and progress together with any shareholder or exchange issues reported by our advisors or which need to be passed on to them.

5. Board skills

The Directors have a wide range of skills including experience of the retail and online sales structures and the non-executive director is able to bring to bear his knowledge gained in the wider M&A marketplace. As the Company is seeking potential new opportunities, these are considered to the most appropriate skills.

The Board regularly reviews the skills needed to run and develop the group's activities.

6. Evaluate board performance

Based on clear and relevant objectives, seeking continuous improvement. Now S-Ventures has been operating since July 2020, the Board plans to put in place a more rigorous evaluation for the subsequent financial year. The proposed evaluation is a formal internal evaluation consisting of the following:

• Attendance of directors to Board meetings;

• Questionnaires completed by each director to determine the boards effectiveness; and

• One-on-one discussions with the Chairman

The questionnaire mentioned above is anonymised to promote honesty in answering the questions that are being posed to the directors. Oversight and implementation of actions identified from the questionnaire are to be completed by the Company Secretary. Should external insight be required to facilitate this evaluation then this will take place however, in the current financial year this was not deemed necessary.

In addition to this, succession planning also forms part of our evaluation of the Board to ensure all directors are aware of what would occur should a prescribed scenario arise.

7. Promote a corporate culture

Based on ethical values and behaviours.

Since S-Ventures was founded the Board has been insistent on ensuring that ethical values and good behaviour within the Company is promoted and maintained throughout the organisation and that they guide the Company's day-to-day operations, as well as business objectives and strategy.

S-Ventures ethical values are promoted to employees from inception at the interview process through to employment regardless of the working arrangement. S-Ventures has an open-door policy and a flat organisation structure to ensure all employees are empowered to speak their opinion in a comfortable and accepting environment. All employees' contracts whether employed directly by S-Ventures or by one of our businesses contain further information on the values and behaviours expected from staff.

8. Maintain governance structures

With processes that are fit for purpose and support good decision-making by the board

The S-Ventures Chief Executive Officer and senior management are accountable for the day-to-day operations and for the implementation of the strategic goals agreed by the Board of directors. The Chairman leads the Board and is responsible for its governance structures, performance, and effectiveness. The Chairman is also responsible for ensuring that the links between the Board and the shareholders, are strong and efficient.

9. Communication

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

The board recognises that the AGM is an important opportunity to meet private shareholders. Each substantial issue is the subject of a separate resolution at the AGM and all shareholders have the opportunity to put questions to the board. All board directors will endeavour to attend AGMs and answer questions put to them which may be relevant to their responsibilities.

The share ownership of majority shareholders can be found on the S-Ventures website using the following link (www. S-Ventures/Investor-Information) shareholders are communicated through the Annual Report and Accounts, full-year and half-year announcements, social media posts that are displayed on the S-Ventures website and on acquired companies social media, the AGM and individual/group meetings with existing or potential new shareholders. A plethora of corporate information on S-Ventures and on acquired companies can be found on the S-Ventures website using the above following link.

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 are required to prepare the Group and Company Financial Statements in accordance with UK-adopted international accounting standards and as regards the Company financial statements, as applied in accordance with the requirements of the Companies Act 2006.

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 and the Company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether the applicable UK-adopted international accounting standards have been followed subject to any material departures disclosed and explained in the financial statements; and

- Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.

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.

AUDITORS

The auditors, RPG Crouch Chapman LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD

Scott Livingston

Independent Auditors' report to the members of S-Ventures PLC

Qualified opinion

We have audited the financial statements of S-Ventures plc (the "company") and its subsidiaries (the "Group") for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Statement of Cash Flows and 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 UK adopted international accounting standards and as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report:

· the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;

· the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;

· the Parent Company financial statements have been properly prepared in accordance with UK adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and

· the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for qualified opinion

We were not appointed as auditor of the group and company until after the prior period end date (31 December 2023) and thus did not observe the counting of physical inventories at 31 December 2023. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held by Pulsin Ltd and Market Rocket Limited at 31 December 2023, which are included in the consolidated balance sheet at £1,074,886, by using other audit procedures. Consequently, we were unable to determine whether any adjustment to this amount was necessary. Were any adjustment to the inventory balance to be required, the strategic report would also need to be amended. The prior period financial statements were qualified due to this, and as such the current year financial statements are qualified due to the opening balances.

In the current year, we have been unable to satisfactorily agree inventory values counted at 31 December 2024 to the inventory listings provided for Pulsin Ltd, Market Rocket Limited and We Love Purely Limited, which are included in the consolidated balance sheet at £497,000. Consequently, we were unable to determine whether any adjustment to this amount was necessary. Were any adjustment to the inventory balance to be required, the strategic report would also need to be amended. Consequently, the current year financial statements have been qualified due to this.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, 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.

Our approach to the audit

In planning our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an opinion on the financial statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the industry in which they operate.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement we identified (whether or not due to fraud), including those which had the greatest effect on:

· the overall audit strategy;

· the allocation of resources in the audit; and

· directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The use of the going concern basis of accounting was assessed as a key audit matter and has already been covered in an earlier section of this report.

In addition to the matter described in the basis for the qualified opinion section, we have determined the matters described below to be the key audit matters to be communicated in our report.

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.

Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included:

· discussions with management regarding future funding plans of the company;

· reviewing management's budgets and forecasts;

· reviewing post year-end financial information; and

· reviewing any additional financial and non-financial subsequent events which may be identified post year-end in relation to going concern.

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 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.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

We consider turnover to be the most significant determinant of the group's financial performance used by the users of the financial statements, and gross assets to be the most significant determinant of the Parent Company's financial performance. We have based materiality for the group on 1.5% of turnover and 1.5% of gross assets for the Parent Company. Overall materiality was therefore set at £207,000 for the group, and at £146,000 for the Parent Company. Performance materiality was set at a threshold between 50% and 75% of materiality depending on the determined audit risk of the financial statement area in question. Significant audit risk areas (revenue recognition and management override) were audited to a 50% performance materiality threshold with remaining areas subject to a 75% performance materiality threshold.

We agreed with the Audit Committee that we would report on all differences in excess of 5% of materiality relating to the financial statements. We also report to the Audit Committee on financial statement disclosure matters identified when assessing the overall consistency and presentation of the financial statements.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

· the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

· The part of the Director's Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report, the Directors' Report or the Director's Remuneration Report.

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

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

· we were unable to determine whether adequate accounting records have been kept.

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

· returns adequate for our audit have not been received from branches not visited by us; or

· the financial statements are not in agreement with the accounting records and returns; or

· certain disclosures of directors' remuneration specified by law are not made.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page XX to XX the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

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

· Enquiries of management, including obtaining and reviewing supporting documentation concerning the Company's policies and procedures relating to;

- Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance.

- Detecting to and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud.

· Discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

We also obtained an understanding of the legal and regulatory framework that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures included within the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and IFRS.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group and company's ability to operate or to avoid a material penalty. These included food safety regulations, health and safety regulations, employment law, data protection regulations and general trading laws in the UK.

As a result of these procedures, we consider the particular areas that were susceptible to misstatement due to fraud were in respect of revenue recognition, management override of controls, investment valuation, intangible assets valuation, and inventories valuation.

Our procedures to respond to these risks identified included the following:

· Reviewing the financial statement disclosures and testing these to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

· Enquiring with management concerning actual and potential litigation claims;

· Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

· Agreeing investment and intangible valuations to supporting documentation and recalculating;

· Reviewing management impairment assessments and challenging assumptions made to ensure valuations of intangibles and investments are reasonable;

· Reviewing the group's methodology for valuing inventories, particularly in relation to production overheads absorbed into inventory at the year end, and reviewing the adequacy of provisions for slow moving inventory;

· Reviewing board minutes and legal and professional fees during the year and any subsequent to the year end to identify any potential litigation not previously disclosed;

· Communicating with component auditors to ensure that the engagement team collectively had the appropriate capabilities to identify or recognise non-compliance with laws and regulations across the group;

· In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments for evidence of management override/bias and agreeing these to supporting documentation; and

· Assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the rationale of any significant transactions that are deemed unusual or outside of the normal course of the company's operations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditor's Report.

Other matters that we are required to address

We confirm that we are independent of the group and company and have not provided any prohibited non-audit services, as defined by the Ethical Standard issued by the Financial Reporting Council as applied to listed public interest entities, and we have fulfilled our ethical responsibilities in accordance with these requirements.

Our audit report is consistent with our additional report to the Audit Committee explaining the results of our audit.

Use of our report

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

Paul Randall FCA (Senior Statutory Auditor)

For and on behalf of RPG Crouch Chapman LLP

Chartered Accountants

Registered Auditor

40 Gracechurch Street

London

EC3V 0BT

30 June 2025

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

The accompanying notes on pages 31 to 61 form part of the financial statements.

STATEMENT OF FINANCIAL POSITION

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2025 and were signed on its behalf by:

____________________

S Livingston- Director

The accompanying notes on pages 31 to 61 form part of the financial statements.

The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Parent Company profit and loss account. The Parent Company loss for the period was £1,282,000 (2023: loss of £8,964,000).

The financial statements were approved by the Board of Directors and authorised for issue on 7 January 2025 and were signed on its behalf by:

____________________

S Livingston - Director

The accompanying notes on pages 31 to 61 form part of the financial statements.

STATEMENT OF CHANGES IN EQUITY

The accompanying notes on pages 31 to 61 form part of the financial statements.

The accompanying notes on pages 31 to 61 form part of the financial statements.

STATEMENT OF CHANGE OF CASHFLOW

The accompanying notes on pages 31 to 61 form part of the financial statements.

Major non-cash transactions

During the period the following non-cash share issues took place:

Nil

During the prior year the following non-cash share issues took place:

14 December 2022 Juvela Limited Acquisition £5,000,000

The accompanying notes on pages 31 to 61 form part of the financial statements.

NOTES TO THE FINANCIAL INFORMATION

1 GENERAL INFORMATION

S-Ventures PLC is a private company, registered in England and Wales. The company's registered number and registered office address can be found on the General Information page. The Company's shares are traded on AQSE (ticker SVEN) and the US OTCQB Venture market.

The principal activities for the group is to invest in and take majority ownership in wellness and consumer brand businesses, to build a portfolio of brands, share resources to accelerate growth and efficiencies and add value by the provision of capital and management expertise.

The consolidated financial information was approved for issue by the Board of Directors on 30 June 2025.

2 ACCOUNTING POLICIES

2.1 Basis of preparation

These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The financial statements have been prepared on the historical cost basis, except for certain financial assets and liabilities which are carried at fair value or amortised cost as appropriate.

The financial statements are presented in £ unless otherwise stated (rounded to the nearest £'000), which is the Company's functional currency and the Group and Company's presentational currency.

During the prior period the Group changed its accounting period to 31 December to be co-terminous with that of its largest subsidiary, Juvela Limited. Therefore, the results for the period are for the year ended 31 December 2024, with the comparatives being for the 15 months ended 31 December 2023.

2.2 New standards, amendments and interpretations

There has been no impact on The Group as a result of adopting any of the new and amended standards and interpretations issued by the International Accounting Standards Board that are relevant to its operations and effective for accounting periods commencing on or after 1 January 2024.

2.3 New standards and interpretations not yet adopted

At the date of approval of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases have not yet been adopted by the UK):

The effect of these new and amended Standards and Interpretations which are in issue but not yet mandatorily effective is not expected to be material.

2.4 Going concern

As disclosed in the Chairman's Statement and CEO's Report, we have completed the sale of the main operating businesses of S-Ventures plc to Tooru PLC (formerly Riverfort Global Opportunities PLC). S-Ventures plc is now the largest shareholder in Tooru, holding 27.8%, which at Tooru plc's current share price of 0.26 pence, is worth £1.2 million. Furthermore, the majority of the debts of S-Ventures plc have now been settled.

The Directors have therefore concluded that it is reasonable to adopt a going concern basis in preparing these financial statements. This is based on a reasonable expectation that the Group has adequate resources to continue in operational existence for at least twelve months from the date of signing of these accounts.

2.5 Basis of consolidation

Where the company has control over an investee, it is classified as a subsidiary. The company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

The consolidated financial statements present the results of the company and its subsidiaries as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. All subsidiaries either have or are in the process of changing their accounting period ends to a reporting date of 31 December.

The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquiree identifiable assets and liabilities are initially recognised at their fair values at the acquisition date.

The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.

2.6 Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred. At the acquisition date, the identifiable assets (both tangible and intangible) acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 and IAS 19 respectively.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquiree's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. In the case of asset acquisition, it is the excess of the sum of the consideration transferred over the net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed.

When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

2.7 Associates

Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting.

Under the equity method of accounting, the investments are initially recognised at cost, including any directly attributable transaction costs, and adjusted thereafter to recognise the Group's share of the post-acquisition profits or losses of the investee in profit or loss. The Group's share of movements in other comprehensive income of the investee are recognised in other comprehensive income. Dividends received or receivable from associates are recognised as a reduction in the carrying amount of the investment.

Where the Group's share of losses in an equity accounted investment equals or exceeds its interest in the entity, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

2.8 Revenue recognition

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

Performance obligations and timing of revenue recognition:

Goods

The majority of Group revenue is derived from selling goods with revenue recognised at a point in time when control of the goods has transferred to the customer. This is generally when the goods are delivered to the customer. There is limited judgement needed in identifying the point control passes: once physical delivery of the products to the agreed location has occurred, the Group no longer has physical possession, usually it will have a present right to payment. Consideration is received in accordance with agreed terms of sale.

Determining the contract price:

The Group revenue is derived from:

a) sale of goods with fixed price lists and therefore the amount of revenue to be earned from each transaction is determined by reference to those fixed prices; or

b) Individual identifiable contracts, where the price is defined

Allocating amounts to performance obligations:

For most sales, there is a fixed unit price for each product sold. Therefore, there is no judgement involved in allocating the price to each unit ordered.

Services

Revenue is recognised on technical services over time as services are rendered and performance obligations are satisfied

2.9 Cash and cash equivalents

Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under current liabilities on the Statement of Financial Position.

2.10 Goodwill

Goodwill represents the excess of the cost of a business combination over the Group interest in the fair value of identifiable assets and liabilities acquired. Cost comprises the fair value of assets given, liabilities assumed, and equity instruments issued, plus the amount of any non-controlling in the acquiree. Contingent consideration is included in cost at its acquisition date fair value.

Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses.

2.11 Intangible assets

Intangible assets acquired separately from a business are recognised at cost and are subsequently

measured at cost less accumulated amortisation and accumulated impairment losses.

Identified intangible assets arising on acquisition in business combinations comprise; brand intellectual property and customer relationships.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over

their useful lives on the following bases:

- Development costs 10 years

- Brand intellectual property 10 years

- Customer relationships 10 years

- Contracts 10 years

2.12 Property, plant and equipment

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.

- Lease hold additions over remaining lease term

- Plant and machinery 25% and 10% on cost

- Fixture and fittings 20% and 15% on cost

- Computer equipment 33% and 25% on cost

2.13 Financial instruments

IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities.

a)  Classification

The Group classifies its financial assets in the following measurement categories:

· those to be measured at amortised cost.

The classification depends on the Group's business model for managing the financial assets and the contractual terms of the cash flows.

b)  Recognition

Purchases and sales of financial assets are recognised on trade date (that is, the date on which the Group commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

c)  Measurement

At initial recognition, the Group measures a financial asset at its fair value. 

Debt instruments

Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses). Impairment losses are presented as a separate line item in the statement of comprehensive income.

d)  Impairment

For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. The Group's most significant clients are public or regulated industry entities which generally have high credit ratings or are of a high credit quality due to the nature of the client.

Expected credit losses are assessed on an individual customer basis, based on the historical payment profiles of the customers, the current and historic relationship with the customer, and the industry in which the customer operates. There have been no impairments of trade receivables in the periods.

2.14 Compound instruments and borrowings

The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual agreement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar debt instruments. This amount is recorded as a liability on an amortised cost basis until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity and is not subsequently remeasured.

For convertible debt where the parent has the option to convert the loan principal into shares at its discretion, the principal is included within equity. The only element that the company has an obligation to settle in cash is the interest element, which is included in liabilities.

2.15 Inventories

Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

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

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

2.16 Research and development

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

2.17 Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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.

2.18 Employee benefit costs

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to the income statement in the period to which they relate.

2.19 Taxation

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

Current tax

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are only recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised and there is reasonable certainty over the timing of the taxable profits. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised.

2.20 Leases

Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

- Fixed payments (including in-substance fixed payments), less any lease incentives receivable;

- Variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date;

- Amounts expected to be payable by the Group under residual value guarantees;

- The exercise price of a purchase option if the Group is reasonably certain to exercise that option; and

- Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Company, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. In all instances the leases were discounted using the incremental borrowing rate.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period. Right-of-use assets are measured at cost which comprises the following:

- The amount of the initial measurement of the lease liability;

- Any lease payments made at or before the commencement date less any lease incentives received;

- Any initial direct costs; and

- Restoration costs.

Right-of-use assets are depreciated over the shorter of the asset's useful life and the lease term on a straight line basis. If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life.

Payments associated with short-term leases (term less than 12 months) and all leases of low-value assets (generally less than £5k) are recognised on a straight-line basis as an expense in profit or loss.

2.21 Government grants

Grants from the government are recognised at their fair value where there is reasonable assurance that the grant will be received and the group will comply with all attached conditions. Government grants which are revenue in nature are recognised on a systematic basis within Other operating income in the Statement Profit and Loss and Other Comprehensive income over the period in which the group recognises as expenses the related costs for which the grants are intended to compensate.

2.22 Investments (company accounting policy)

Investments in subsidiaries are measured at cost less impairment. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss. A reversal of an impairment loss is recognised immediately in profit or loss to the extent that it eliminates the impairment loss which has been recognised for the asset in prior years.

2.23 Critical accounting judgements and key sources of estimation uncertainty

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

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

Critical judgments and sources of estimation uncertainty that have the most significant effect on the amounts recognised in the financial statements are as follows:

Identified intangible assets

Identified intangible assets arising on acquisition comprise; brand intellectual property, customer relationships and customer contracts.

Their value is estimated based on revenue and EBIT forecasts over 10 years. Judgements are required regarding the discount rate and Weighted Average Cost of Capital (WACC). Rates have been bench marked against similar companies in the industry.

Carrying value of goodwill

Impairment reviews for non-current assets are carried out at each balance sheet date in accordance with IAS 36 Impairment of assets. An annual impairment review is undertaken for Goodwill for each operating subsidiary, which are considered to be a separately identifiable cash generating units. The impairment reviews are sensitive to various assumptions, including the expected sales forecasts, cost assumptions, capital requirements, and discount rate.

Right of use assets

Judgement is required regarding the incremental borrowing rate to apply to leasehold assets to discount the cash flows to present value.

Contingent consideration

Contingent consideration, resulting from business combinations, is valued at fair value at the acquisition date as part of the business combination. The determination of fair value is based on key assumptions including estimation of the level of sales compared to the performance target. Judgement is also applied in relation to the discount rate used for deferred consideration.

Share based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant of share options and warrants. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life, volatility and dividend yield and making assumptions about them. The assumptions used for estimating fair value for share-based payment transactions are disclosed in Note 29.

Impairment of investments and recoverability of loans to subsidiary undertakings

Investments in subsidiary undertakings and the recoverability of receivables from group undertakings. The impairment reviews are sensitive to various assumptions, including the expected sales forecasts, cost assumption and discount rate.

3. SEGMENT REPORTING

For the purpose of IFRS 8, the Chief Operating Decision Maker takes the form of the board of directors. The Directors are of the opinion that the business of the Group focused on four reportable segments as follows:

Included in Administration is the Parent company, which includes activities of raising finance and seeking new investment opportunities, all based in the UK, whilst S-Ventures Acquisitions Limited is a holding company which was incorporated during the period and holds borrowings used to finance the acquisition of Juvela Limited. and also included in Administration.

The other three segments relate to the subsidiary undertakings activities, which include:

- Plant based nutrition (undertaken by Pulsin Limited, Ohso Chocolate Limited * and We Love Purely Limited)

- Bakery (undertaken by Juvela Limited and Lizza Gmbh *, subsidiaries acquired in the current period and prior year respectively)

- Technical services (undertaken by Market Rocket Limited, a subsidiary acquired in the prior year)

* entities now regarded as discontinued operations - refer to note 30

The segmental information for the period ended 31 December 2024 is shown as below:

The segmental information for the period ended 31 December 2023 is shown as below:

* excluding the discontinued operations

4. REVENUE

Within the sales revenue for both the current and previous period, there was one customer that accounted for greater than 10% of total revenue. This ceased to be the case shortly after the balance sheet date.

5. OTHER OPERATING INCOME

6. EMPLOYEES AND DIRECTORS

Staff costs, including directors' remuneration is set out below:

The average monthly number of employees, including the Directors, during the year was as follows:

7. NET FINANCE COSTS

8. LOSS BEFORE INCOME TAX

The loss before income tax of £2,152,000 (2023: £4,045,000) is stated after charging / (crediting):

9. AUDITORS' REMUNERATION

10. TAXATION

The charge for the year can be reconciled to the profit /(loss) before tax as follows:

The corporation tax rate changed from 19% to 25% from 1 April 2023.

11. LOSS OF PARENT COMPANY

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. The parent company's loss for the financial period was £1,282,000 (2023 - loss of £8,964,000).

12. EARNINGS PER SHARE

Basic Loss Per Share (LPS) is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

There is no difference between the diluted loss per share and the basic loss per share presented. Share options and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as they are anti-dilutive for the year presented.

13. SUBSIDIARIES

The Company holds shares in the following subsidiaries at the balance sheet date:

All subsidiaries are incorporated in England & Wales, except for Pulsin BV (incorporated in The Netherlands) and Lizza Gmbh (incorporated in Germany).

During the prior period, the winding up process of Lizza GmbH by the German liquidators was commenced and completed in the current year, however, all Lizza's assets have been fully impaired in the prior period.

Juvela Limited is the wholly-owned subsidiary of S-Ventures Acquisitions Limited

* Step Acquisitions

During the year ended 30 September 2022 the parent company acquired an additional 24.9% shareholding in Ohso Chocolate Limited and a further 10% in We Love Purely Limited increasing the shareholding to 100% (Ohso) and 85.1% (We Love Purely).

14. PURCHASE PRICE ALLOCATION

Juvela Limited

On 14 December 2022, 100% of the share capital of Juvela Limited (formerly Hero UK Limited) ("Juvela") was acquired for a mixture of cash, shares and deferred consideration.

Juvela is a business manufacturing gluten-free and free-from products from its factory in Pontypool, Wales. They have been manufacturing gluten free food for people diagnosed with coeliac disease for over 25 years and are the leading brand serving the UK coeliac com

munity under the brand name Juvela.

The acquisition was made through a newly formed wholly owned subsidiary - S-Ventures Acquisitions Limited. The consideration of £8.8 million was satisfied as follows:

- cash consideration of £6.4 million, payable on completion. This was funded by loans from Shawbrook Bank of £5.5m and the balance from the parent company's own resources. One loan for £3.5m is fully amortising over the 4 year term and the second loan of £2m is repayable at the end of the 4 year term. The coupon on these loans is SONIA + 5.95% and 7% respectively.; and

- the issue of 5 million Ordinary Shares, which had a fair value of £0.85 million based on the closing share price on the day prior to completion;

- deferred consideration payable in cash on 1 September 2023 of £1.585 m; and

- stamp duty payables of £0.044 m.

Following on from the acquisition, a purchase price allocation exercise was performed with the allocation of the purchase price of acquisition of the subsidiary undertaking during the period was as follows: