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Whitworth CS Holdings Ltd

Annual Report and Financial Statements
Period from 30 January 2023 to 28 January 2024

Registration number: 11826636

 

Whitworth CS Holdings Ltd

Contents

Strategic Report

1 to 3

Directors' Report

4 to 5

Statement of Directors' Responsibilities

6

Independent Auditor's Report

7 to 9

Income Statement

10

Statement of Comprehensive Income

11

Statement of Financial Position

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14 to 19

 

Whitworth CS Holdings Ltd

Strategic Report for the Period from 30 January 2023 to 28 January 2024

The Directors present their report for the period from 30 January 2023 to 28 January 2024.

Principal activity

Whitworth CS Holdings Ltd (the “Company”) is a UK based intermediary holding company established in 2019, holding 100% investments in Celtic & Co. Sheepskin Limited (“Celtic & Co.”) and 100% investment in Frugi Limited (“Frugi”).

Whitworth CS Holdings Ltd applies the exemption for producing consolidated accounts. The results of Whitworth CS Holdings Ltd and its two subsidiaries Celtic & Co. Sheepskin Limited and Frugi Limited are consolidated at a higher level into the Refined Brands Ltd Group accounts.

The Company holds total investment balances of £300,102 in these two subsidiaries, unchanged from the prior period ending 29 January 2023.

Each of the brands, Frugi and Celtic and Co., has a distinct brand image, with a focus on quality, ethical and sustainable manufacture and/or sourcing throughout. Frugi Limited also incorporates the trading of a third brand, Morlands of Glastonbury (“Morlands”). However, Morlands in isolation was not material to the financial statements for the period ended 28 January 2024 and ceased trading in March 2024.

Frugi is the leading organic and ethically focused childrenswear brand in the UK. Known for vibrant prints, fun appliqués and clever clothes, Frugi’s designs focus on durability for everyday adventures, offering products to customers worldwide through online retail in 30 countries. Key products include garments made from organic cotton and outerwear from recycled plastics.

Celtic & Co. are Digital pioneers of the ethical fashion movement, passionate about creating high quality investment pieces from sustainable natural fibres, designed to last a lifetime. The brand is situated in Cornwall, offering ethically sourced, sustainable knitwear, footwear, and outerwear and remains firmly committed to its heritage, with the in-house production of sheepskin boots and slippers continuing in its Newquay-based factory.

Each operates its own website channels and across selected concession partner websites including John Lewis, Next and Marks & Spencer, as well as through wholesale channels.

Further growth will be achieved across the brands by broadening the ranges sold, developing existing selling channels with investment in digital customer acquisition, and partnering with selected third-party digital retailers.
 

 

Whitworth CS Holdings Ltd

Strategic Report for the Period from 30 January 2023 to 28 January 2024

Fair review of the business

The Holding Company’s own performance is a loss of (£3,700) (vs prior period loss of (£165)). The Company monitors three KPI’s; the carrying value of its investments, the net revenue of each brand and the profit/(loss) before tax of the two brands.

Period ended 28 January 2024

Period ended 29 January 2023

Frugi*

Celtic & Co

Frugi*

Celtic & Co

Carrying value of investment

£m

-

0.3

-

0.3

Net revenue

£m

9.4

14.9

1.2

16.9

Profit/(loss) before tax

£m

1.3

1.1

(0.4)

0.7

*Inclusive of Morlands

The period ended 29 January 2023 included the trade of Frugi for only 2 months, post the acquisition of the trade and assets of the brand in December 2022.

As well as the KPIs above, the Business monitors, stockholding, outstanding orders, returns rates, customer acquisition, marketing spend efficiency and overheads to assess the performance of the business. The business monitors these on a daily, weekly, monthly, and seasonal basis.

Sustainability
Frugi has established itself as the UK’s leading ethical organic cotton childrenswear brand and in March 2024 was awarded with the Best Circularity Initiative at the Drapers Sustainable Fashion Awards, for pioneering the world’s first certified childrenswear collection with the Circular Textiles Foundation. Frugi is currently in the process of applying for B Corp accreditation.

We continue to make good progress at Celtic & Co. including publishing an annual sustainability report and currently has a pending application for B Corp accreditation.
 

Principal risks and uncertainties

Celtic & Co. is primarily tailored for colder seasons, which does pose a risk in the event of a mild winter impacting sales. Nevertheless, the strategic move to introduce a spring-summer range at Celtic & Co. along with the inclusion of Frugi, which caters to year-round demand, serves to enhance the Company’s resilience and diversify its offerings.

In this competitive market, where the cost of living and high inflation are influencing consumer behaviour, the Directors maintained their focus on preserving and enhancing the brands' ethical and sustainable positioning, along with the differentiator of British manufacturing. We aim to expand our customer base, both through our own websites and via partnerships, both within the UK and internationally. In addition, we continue to diversify by introducing the brands to new customers via third-party concessions online. These partnerships and additional routes to market help raise brand awareness as well as assisting in introducing the brands to new customers.

 

Whitworth CS Holdings Ltd

Strategic Report for the Period from 30 January 2023 to 28 January 2024

Operational Risk
The principal operational risks are those affecting the integrity and continuity of our supply chain. The supply chain is managed in a transparent and open manner. Regular dialogue with suppliers ensures that the products are created to the high standards which the Group and its customers expect.

IT Risk
As an online retailer, with a strong D2C offering, a significant failure in IT systems could result in the brands being unable to operate effectively. We continue to invest in the necessary technology to provide resilience to the risk associated with IT. Data security is extremely important and security measures are continuously reviewed and tested to mitigate potential breaches.

Internal training on data and IT security is provided to the employees across the brands and spontaneous testing is carried out to warn of possible cyber attacks.

External bodies are engaged to monitor and test our networks to provide expert, objective assessment of our network security.

Employees
The Company has no employees for the period ended 28 January 2024 (period ended 29 January 2023: nil).

The total number of employees across the subsidiary entities at the end of the financial period was 164 (or 151 FTE) a reduction in headcount from the prior period’s 172 but stable on an FTE basis (150 in the prior period).

The subsidiaries are equal opportunities employers providing employment and development opportunities to suitably skilled people regardless of age, race, religion, colour, gender, marital status, or disability.

During the period, the subsidiaries carried out an employee engagement survey, which showed positive responses and provided senior management with recommendations and actions, which were taken, including enhancement of leave policies and additional employee benefits.

Future developments
The Directors, board and senior team believe prospects for the brands to be promising with further potential to be realised from growth and cost synergies, the development of cross-brand marketing, the launch on further third-party online channels and international expansion. Over time the ultimate parent entity (Refined Brands Limited) has developed internal digital talent allowing for much of the previous agency-related operations to be taken in-house and scaled across the portfolio of brands.

Further growth will be achieved across the brands by broadening the ranges sold, developing existing selling channels with investment in digital customer retention and acquisition, and partnering with further selected third-party digital retailers, both in the UK and internationally.
 

Approved by the board on 28 October 2024 and signed on its behalf by:
 

.........................................
Mr J Williams
Director

 

Whitworth CS Holdings Ltd

Directors' Report for the Period from 30 January 2023 to 28 January 2024

The Directors present their report and the financial statements for the period from 30 January 2023 to 28 January 2024.

Directors' of the Company

The Directors, who held office during the period, were as follows:

Mr N R Whitworth

Mrs K A Whitworth

Mr J Williams

Mr S Mackenzie

Mr H T Bergs

Mr L E Harlow (resigned 22 May 2023)

Mr B L M Barnett

Ms A Fadeeva (appointed 22 May 2023)

The following Director was appointed after the period end:

Mr T Sarucan (appointed 30 January 2024)

Principal activity

The principal activity of the Company is that of an intermediate holding company.

Dividends
The Directors do not recommend the payment of a dividend (2023: £Nil).

Political Contributions
The Company made no political donations or incurred any political expenditure during the period (2023: £Nil).

Charitable donations
During the period the Company made no significant charitable donations (2023: £Nil).

 

Whitworth CS Holdings Ltd

Directors' Report for the Period from 30 January 2023 to 28 January 2024

Price risk
As part of the Refined Brands Limited Group of companies, Whitworth CS Holdings Limited and its subsidiaries review their prices on a seasonal basis, as well as always exploring cross-costing exercises and working closely with suppliers on innovation to mitigate the impact of this.

We value our suppliers and work collaboratively on a long-term basis, jointly planning all aspects of production, delivery, and quality control.

As the business continues to expand internationally there is a risk of foreign exchange fluctuations with turnover acquired through multiple currencies, plus purchasing by Frugi Limited in USD. However, the Directors have several strategies in place to regularly monitor the foreign exchange market and minimise risk through trading opportunities and hence are confident that this will not impact the Company’s success. Other companies within the Refined Brands Group earn income in USD, thereby acting as a natural hedge.

Liquidity risk
Is managed through conscious financial planning and analysis and by forecasting cash flow regularly, monitoring, and optimising net working capital and managing existing credit facilities.

Cash flow risk
The business monitors the cash flow of the business daily, weekly, and monthly and has strategies in place to ensure adequate future cash flows.

Going concern

Whilst the Company's investments saw an impact on trading due to market and macro-economic factors the business achieved growth and improved profitability. The Directors have reviewed forecasts and budgets considering the above and are confident of the Company’s ability to continue trading as a going concern for the foreseeable future. The Company has a current and net asset base.

Disclosure of information to the auditors

Each Director has taken steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. The Directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved by the board on 28 October 2024 and signed on its behalf by:
 

.........................................
Mr J Williams
Director

 

Whitworth CS Holdings Ltd

Statement of Directors' Responsibilities

The Directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework' ('FRS 101'). 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 of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether FRS 101 has 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 transactions and disclose with reasonable accuracy at any time the financial position of the Company 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 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 financial statements may differ from legislation in other jurisdictions.

 

Whitworth CS Holdings Ltd

Independent Auditor's Report to the Members of Whitworth CS Holdings Ltd

Opinion

We have audited the financial statements of Whitworth CS Holdings Ltd (the 'Company') for the period from 30 January 2023 to 28 January 2024, which comprise the Income Statement, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, 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 United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework'.

In our opinion the financial statements:

give a true and fair view of the state of the Company's affairs as at 28 January 2024 and of its loss for the period then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The Directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.

 

Whitworth CS Holdings Ltd

Independent Auditor's Report to the Members of Whitworth CS Holdings Ltd

Opinion on other matter 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

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

adequate accounting records have not been kept, or 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; or

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

Responsibilities of Directors

As explained more fully in the Statement of Directors' Responsibilities, set out on page 6, 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.

Auditor 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 an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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:

 

Whitworth CS Holdings Ltd

Independent Auditor's Report to the Members of Whitworth CS Holdings Ltd

We considered those laws and regulations that have a direct impact on the preparation of the financial statements, including, but not limited to the reporting framework (FRS 101 and Companies Act 2006) and the relevant tax compliance regulations in the UK.

As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the entity’s ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
• Reviewed any legal and professional costs to identify legal costs in respect of non compliance;
• Enquiries with management whether there have been any known instances, allegations or
suspicions of fraud or non compliance with laws and regulations;
• Review of tax compliance;

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to fraudulent financial reporting. Our procedures involved the following;
• Review of significant accounting estimates for bias.

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. This risk increases the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements as we are less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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.

......................................
James Barrett (Senior Statutory Auditor)
For and on behalf of PKF Francis Clark, Statutory Auditor

Melville Building East
Unit 18, 23 Royal William Yard
Plymouth
PL1 3GW

29 October 2024

 

Whitworth CS Holdings Ltd

Income Statement

Period from 30 January 2023 to 28 January 2024

Note

2024
£

2023
£

Administrative expenses

 

(3,700)

(165)

Operating loss

(3,700)

(165)

Loss before tax

 

(3,700)

(165)

Loss for the period

 

(3,700)

(165)

The above results were derived from continuing operations.

 

Whitworth CS Holdings Ltd

Statement of Comprehensive Income

Period from 30 January 2023 to 28 January 2024

2024
£

2023
£

Loss for the period

(3,700)

(165)

Total comprehensive loss for the period

(3,700)

(165)

 

Whitworth CS Holdings Ltd

Statement of Financial Position

28 January 2024

Note

28 January
2024
£

29 January
2023
£

Assets

Non-current assets

 

Investments

6

300,102

300,102

Current assets

 

Trade and other receivables

7

245,329

300,329

Cash and cash equivalents

8

800

3,385

 

246,129

303,714

Total assets

 

546,231

603,816

Equity and liabilities

Equity

 

Called up share capital

9

300,100

300,100

Retained earnings

 

243,581

247,281

 

543,681

547,381

Current liabilities

 

Trade and other payables

10

2,550

56,435

Total equity and liabilities

 

546,231

603,816

Approved by the board and authorised for use on 28 October 2024 and signed on its behalf by:

.........................................

Mr J Williams

Director

Company registration number: 11826636

 

Whitworth CS Holdings Ltd

Statement of Changes in Equity

Period from 30 January 2023 to 28 January 2024

Share capital
£

Retained earnings
£

Total
£

At 30 January 2023

300,100

247,281

547,381

Loss for the period

-

(3,700)

(3,700)

Total comprehensive loss

-

(3,700)

(3,700)

At 28 January 2024

300,100

243,581

543,681

Share capital
£

Retained earnings
£

Total
£

At 1 February 2022

300,100

247,446

547,546

Loss for the period

-

(165)

(165)

Total comprehensive loss

-

(165)

(165)

At 29 January 2023

300,100

247,281

547,381

 

Whitworth CS Holdings Ltd

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

1

General information

The Company is a private company limited by share capital, incorporated and domiciled in England and Wales.

The address of its registered office is:
Units 2 & 2a Indian Queens Industrial Estate
Indian Queens
St Columb
Cornwall
TR9 6TF
United Kingdom

These financial statements were authorised for issue by the board on 28 October 2024.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of preparation

These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework.

Summary of disclosure exemptions

In these financial statements, the Company has taken advantage of the disclosure exemptions available under FRS 101 in relation to:
(1) Cash flow statement
(2 Key management personnel remuneration
(3) Transactions with parent company and wholly owned subsidiaries
(4) Applicable financial instrument and fair value disclosures
(5) Impact of new IFRS standards that have been issued but are not yet effective

Going concern

The Directors have carefully considered the Company’s financial position, liquidity and future cash-flow requirements. Accordingly, based on the forecasts the Directors have prepared for the Company and Group, they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and they believe it is appropriate to apply the going concern basis of accounting in preparing the financial statements. The Group remain profitable as a whole and there has been reassurances received from the Directors of the Group companies that support would be forthcoming if needed by the Company.

 

Whitworth CS Holdings Ltd

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

Tax

The tax expense for the period comprises tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates taxable income.

Investments

Investments in securities where their fair value cannot be measured reliably are carried at cost, less any impairment.

Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Trade and other receivables

Trade and other receivables where payment is due within one year do not constitute a financing transaction and are recorded at the undiscounted amount expected to be received, less attributable transaction costs. Any subsequent impairment is recognised as an expense in profit or loss. All trade and other receivables are subsequently measured at amortised cost, net of impairment.

Trade and other payables

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade and other payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

3

Critical accounting judgements and key sources of estimation uncertainty

In the opinion of the Directors the only critical accounting judgement and key source of estimation uncertainty is the assessment of the recoverability of the Company's investment balance and amounts owed from related parties. At each period end the Directors assess the recoverability of the investment balance and provide for any balance not deemed recoverable. Amounts owed from related parties are annually assessed under the 3 stage credit loss model under IFRS9.

 

Whitworth CS Holdings Ltd

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

4

Staff costs

The average number of persons employed by the Company (including Directors) during the period, analysed by category was as follows: 0 (2023 - 0).

Directors are remunerated through other companies in the Refined Brands Group.

5

Income tax

The tax on loss before tax for the period is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 24% (2023 - 19%).

The differences are reconciled below:

2024
£

2023
£

Loss before tax

(3,700)

(165)

Corporation tax at standard rate

(888)

(31)

Increase arising from group relief tax reconciliation

888

-

Other tax effects for reconciliation between accounting profit and tax expense

-

31

Total tax charge/(credit)

-

-

 

Whitworth CS Holdings Ltd

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

6

Investments

Subsidiaries

£

Cost or valuation

At 1 February 2022

300,102

At 29 January 2023

300,102

At 30 January 2023

300,102

At 28 January 2024

300,102

Carrying amount

At 28 January 2024

300,102

At 29 January 2023

300,102

At 1 February 2022

300,102

Details of the subsidiaries as at 28 January 2024 are as follows:

Name of subsidiary
 

Principal
activity
 

Registered office
 

Holding
 

Proportion of ownership interest and voting rights held
2024

2023

Celtic Sheepskin & Co Ltd*

Design, manufacture and create clothing, outerwear, footwear and accessories from natural fibres and materials

Units 2 & 2a Indian Queens Industrial Estate, Indian Queens, St. Columb, England, TR9 6TF

Ordinary

100%

100%

Frugi Limited*

Sale of ethical and organic children’s clothing

Units 2 & 2a Indian Queens Industrial Estate, Indian Queens, St. Columb, England, TR9 6TF

Ordinary

100%

100%

* indicates direct investment of the Company

 

Whitworth CS Holdings Ltd

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

7

Trade and other receivables

Trade and other debtors falling due within one year

28 January
2024
£

29 January
2023
£

Loans to related parties

245,329

300,329

The amounts due from related parties are repayable on demand. No interest is charged on outstanding balances.

8

Cash at bank and in hand

28 January
2024
£

29 January
2023
£

Cash at bank

800

3,385

9

Share capital

Allotted, called up and fully paid shares

 

28 January
2024

29 January
2023

 

No.

£

No.

£

Ordinary shares of £1 each

300,100

300,100

300,100

300,100

         

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions:
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company's residual assets.

 

Whitworth CS Holdings Ltd

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

10

Trade and other payables

28 January
2024
£

29 January
2023
£

Trade payables

15

-

Accrued expenses

2,535

1,499

Amounts due to related parties

-

54,936

2,550

56,435

The amounts due to related parties are repayable on demand. No interest is charged on outstanding balances.

11

Parent and ultimate parent undertaking

Relationship between entity and parents

The parent of the largest group in which these financial statements are consolidated is Refined Brands Limited, incorporated in England and Wales.

The registered address of Refined Brands Limited is:
Units 2 & 2a Indian Queens Industrial Estate, Indian Queens, St. Columb, England, TR9 6TF

A copy of the accounts of Refined Brands Limited is available on request from the registered address.

12

Application of new and revised standards

New and amended Standards and interpretations applied
The following new and amended Standards and Interpretations have been issued and are effective for the current financial period of the Company. The following changes were in effect from 1 January 2023:

• Disclosure of Accounting policies (Amendments to IAS 1 and IFRS Practice Statement 2)
• Definition of Accounting Estimates (Amendments to IAS 8)
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)
• International Tax Reform-Pillar Two Model Rules (Amendments to IAS 12)
• IFRS 17 Insurance Contracts

There are no other relevant standards or amendments issued that are first effective for the annual period beginning 30 January 2023.