REGISTERED NUMBER: 00247461 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD

28 JANUARY 2024 TO 1 FEBRUARY 2025

FOR

W.P.BROWN LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

10

Statement of Financial Position

11

Statement of Changes in Equity

12

Statement of Cash Flows

13

Notes to the Statement of Cash Flows

14

Notes to the Financial Statements

16

DIRECTORS:

S Longhorne

N E R Brown

SECRETARY:

S Longhorne

REGISTERED OFFICE:

17 Davygate

York

YO1 8QT

REGISTERED NUMBER:

00247461 (England and Wales)

AUDITORS:

Fortus Audit LLP

Equinox House

Clifton Park, Shipton Road

York

Yorkshire

YO30 5PA

The directors present their strategic report for the period 28 January 2024 to 1 February 2025.

REVIEW OF BUSINESS

The principal activity of the company is in the retail sector of the UK economy.

The company continues to trade from four locations in York, Helmsley, Beverley and Gainsborough.

New brand partners have been added to the merchandise mix available to our customers to enhance their product choice. This will help with sales growth going forward.

PRINCIPAL RISKS AND UNCERTAINTIES

The UK High Street continues to evolve with the threat of higher car parking charges, lack of quality car parking in city centres and the rise in online shopping creating obstacles towards sustainable growth. However, continued investment within the Browns retail environment give the directors confidence for future growth.

Browns improvements in its retail environment are producing positive results. With future internal design changes planned within all our stores the directors are confident of increasing our market share.

Proactive decisions have been made to improve the financial position of the company. Departments have been rationalised in the light of higher employment costs to ensure the company remains in a healthy position going forward.

The business' principal financial instruments comprise bank balances, trade debtors and trade creditors, which are used to finance the business' operations.

The directors continue to monitor the trading performance of the company going forward. The strength of the four locations we operate in gives confidence for the future.

The management of the business risks are identified and dealt with as they arise through the day to day involvement of the directors.

KEY PERFORMANCE INDICATORS

The directors believe the best Key Performance Indicators in measuring the success of the company's strategy are consistent growth in retail turnover combined with gross profit margins achieved within a range dictated by the product mix sold. Current results lie within this range. Comparative figures are shown below.

2025

2024

2023

Total Retail Turnover (£)

12,605,365

12,392,806

11,818,908

Gross Profit (%)

42

40

42

FUTURE OUTLOOK AND INVESTOR RETURN

Browns look to capitalise on our independent status which allows the company to react more freely to consumer needs. As consumer behaviour changes Browns will be well placed to enhance our trading position by understanding consumer demands. The strength of the four locations we operate in gives confidence for the future.

ON BEHALF OF THE BOARD:

Director

15 September 2025

The directors present their report with the financial statements of the company for the period 28 January 2024 to 1 February 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of retail sales.

DIVIDENDS

An interim dividend of 5.4 per share was paid on 30 September 2024. The directors recommend that no final dividend be paid.

The total distribution of dividends for the period ended 1 February 2025 will be £ 28,258 .

FUTURE DEVELOPMENTS

The future developments of the company are disclosed in the strategic report.

DIRECTORS

The directors shown below have held office during the whole of the period from 28 January 2024 to the date of this report.

S Longhorne

N E R Brown

DISCLOSURE IN THE STRATEGIC REPORT

Disclosures required under S414C(11) of the Companies Act 2006 are commented upon in the Strategic Report as the Directors consider them to be of strategic importance to the Company.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's 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.

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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, Fortus Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

N E R Brown - Director

15 September 2025

Opinion

We have audited the financial statements of W.P.Brown Limited (the 'company') for the period ended 1 February 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 1 February 2025 and of its profit 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 Auditors' 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept, 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 four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 to

irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the

company and determined that the most significant frameworks which are directly relevant to specific

assertions in the financial statements are those that relate to the reporting framework (UK GAAP and the

Companies Act 2006) and the relevant tax compliance regulations in the UK.

We understood how the company is complying with those frameworks by making enquiries of

management and those responsible for legal and compliance procedures. We corroborated our enquiries through discussions with those charged with governance.

We assessed the susceptibility of the company’s financial statements to material misstatement, including

how fraud might occur, by discussion with management to understand where they considered there was

a susceptibility to fraud. We considered the procedures and controls that the company has established to

prevent and detect fraud, and how these are monitored by management.

Based on our understanding, we designed our audit procedures to identify any non-compliance with laws

and regulations identified in the paragraphs above.

We also performed audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant

transactions outside the normal course of business and reviewing 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 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 Report of the Auditors.

Use of our report

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

Frances Howard (Senior Statutory Auditor)

for and on behalf of Fortus Audit LLP

Equinox House

Clifton Park, Shipton Road

York

Yorkshire

YO30 5PA

16 September 2025

TURNOVER

4

11,847,920

11,551,904

Cost of sales

6,927,895

6,885,942

GROSS PROFIT

4,920,025

4,665,962

Distribution costs

3,477,626

3,170,693

Administrative expenses

2,250,697

2,166,009

5,728,323

5,336,702

(808,298

)

(670,740

)

Other operating income

5

1,003,551

1,081,233

OPERATING PROFIT

7

195,253

410,493

Gain/loss on revaluation of investment property

175,000

-

370,253

410,493

Interest payable and similar expenses

9

189,586

178,456

PROFIT BEFORE TAXATION

180,667

232,037

Tax on profit

10

16,285

71,178

PROFIT FOR THE FINANCIAL PERIOD

164,382

160,859

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

164,382

160,859

FIXED ASSETS

Intangible assets

12

8,634

11,512

Tangible assets

13

4,606,817

4,498,550

Investment property

14

2,455,000

2,280,000

7,070,451

6,790,062

CURRENT ASSETS

Stocks

15

2,736,179

2,533,402

Debtors

16

215,475

182,919

Cash at bank and in hand

12,500

135,954

2,964,154

2,852,275

CREDITORS

Amounts falling due within one year

17

3,261,705

2,240,904

NET CURRENT (LIABILITIES)/ASSETS

(297,551

)

611,371

TOTAL ASSETS LESS CURRENT LIABILITIES

6,772,900

7,401,433

CREDITORS

Amounts falling due after more than one year

18

-

(809,722

)

PROVISIONS FOR LIABILITIES

21

(291,324

)

(246,259

)

NET ASSETS

6,481,576

6,345,452

CAPITAL AND RESERVES

Called up share capital

22

5,233

5,233

Revaluation reserve

23

1,129,527

1,129,527

Capital redemption reserve

23

3,567

3,567

Retained earnings

23

5,343,249

5,207,125

SHAREHOLDERS' FUNDS

6,481,576

6,345,452

The financial statements were approved by the Board of Directors and authorised for issue on 15 September 2025 and were signed on its behalf by:

N E R Brown - Director

S Longhorne - Director

Called up

Capital

share

Retained

Revaluation

redemption

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 29 January 2023

5,233

5,102,782

1,129,527

3,567

6,241,109

Changes in equity

Dividends

-

(56,516

)

-

-

(56,516

)

Total comprehensive income

-

160,859

-

-

160,859

Balance at 27 January 2024

5,233

5,207,125

1,129,527

3,567

6,345,452

Changes in equity

Dividends

-

(28,258

)

-

-

(28,258

)

Total comprehensive income

-

164,382

-

-

164,382

Balance at 1 February 2025

5,233

5,343,249

1,129,527

3,567

6,481,576

Cash flows from operating activities

Cash generated from operations

1

248,657

(140,914

)

Interest paid

(189,586

)

(178,456

)

Tax paid

(65,745

)

(129,197

)

Net cash from operating activities

(6,674

)

(448,567

)

Cash flows from investing activities

Purchase of tangible fixed assets

(285,084

)

(66,233

)

Net cash from investing activities

(285,084

)

(66,233

)

Cash flows from financing activities

Loan repayments in year

(88,332

)

(111,357

)

Amount introduced by directors

91,141

115,202

Amount withdrawn by directors

(142,246

)

(127,767

)

Equity dividends paid

(28,258

)

(56,516

)

Net cash from financing activities

(167,695

)

(180,438

)

Decrease in cash and cash equivalents

(459,453

)

(695,238

)

Cash and cash equivalents at beginning of period

2

135,954

831,192

Cash and cash equivalents at end of period

2

(323,499

)

135,954

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

Period

Period

28.1.24

29.1.23

to

to

1.2.25

27.1.24

£

£

Profit before taxation

180,667

232,037

Depreciation charges

179,694

131,424

Gain on revaluation of fixed assets

(175,000

)

-

Finance costs

189,586

178,456

374,947

541,917

Increase in stocks

(202,777

)

(223,803

)

(Increase)/decrease in trade and other debtors

(3,776

)

23,016

Increase/(decrease) in trade and other creditors

80,263

(482,044

)

Cash generated from operations

248,657

(140,914

)

2.	CASH AND CASH EQUIVALENTS

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

Period ended 1 February 2025

1.2.25

28.1.24

£

£

Cash and cash equivalents

12,500

135,954

Bank overdrafts

(335,999

)

-

(323,499

)

135,954

Period ended 27 January 2024

27.1.24

29.1.23

£

£

Cash and cash equivalents

135,954

831,192

3.	ANALYSIS OF CHANGES IN NET DEBT

At 28.1.24

Cash flow

At 1.2.25

£

£

£

Net cash

Cash at bank and in hand

135,954

(123,454

)

12,500

Bank overdrafts

-

(335,999

)

(335,999

)

135,954

(459,453

)

(323,499

)

Debt

Debts falling due within 1 year

(88,333

)

(721,389

)

(809,722

)

Debts falling due after 1 year

(809,722

)

809,722

-

(898,055

)

88,333

(809,722

)

Total

(762,101

)

(371,120

)

(1,133,221

)

1.	STATUTORY INFORMATION

W.P.Brown Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

These financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Turnover

Turnover 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.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods or point of sale), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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:

Website

25% reducing balance

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation 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:

Freehold property

0% and 1% straight line

Fixtures and fittings

25% reducing balance

Equipment

25% reducing balance

Leasehold improvements

10% straight line

Leased computer equipment is depreciated on a straight line basis over 5 years.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Stocks

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

Cost include all costs of purchase and other costs incurred in bringing stock to its present location and condition.

Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Other financial assets:

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets:

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Derecognition of financial assets:

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities:

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Derecognition of financial liabilities:

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Hire purchase and leasing commitments

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statement.