The directors present their strategic report for the year ended 31 March 2025.

Whispering Smith is a leading designer, importer, and distributor of fashion apparel and accessories, supplying major retailers, e-commerce platforms, and independent outlets in the UK, Europe, and international markets.

The group’s business model combines in-house product design with a diversified global sourcing base, enabling it to respond quickly to consumer trends and changing seasonal demand.

The group also holds a property Investment Subsidiary with commercial property holdings generating rental yield and capital growth.

There have been no changes in the principal activities in the year under review and there are none anticipated in the forthcoming year.

During the year ended 31 March 2025, the group achieved a turnover of £42.1m (2024: £41.0m) and Gross Profit of £11.9m (2024: £11.0m). Performance was supported by continued wholesale demand across UK and growth in sales in the USA. Performance in the EU was below expectations this year and this will be an area of strategic focus in the future.

Our core retail customers improved their obsolete inventory position this year which provided opportunities for increased in season stock buys compared to last year. Whilst the levels are lower than the past, this has helped recover the wholesale activity. The wholesale sector remains challenging but the Directors remain optimistic for the channel in upcoming year ahead as we continue to provide high quality and on trend garments to the market.

Margins remained consistent throughout the first half of the year due to the stability in freight rates and currency fluctuations. Then became under pressure in the second half due to volatility in the freight costs on goods coming from China.

A successful e-commerce launch of our premium brand, Good For Nothing into the EU was a particular highlight in the year and our flag ship brand, Brave Soul will see EU e-commerce business scaled up in the coming year.

The Group invested into a new B2B online portal that provides our wholesale customers with instant, digital access to our product range, inventory levels and our upcoming designs in progress.

The group’s strategy is focused on:

• Delivering a broad and commercially responsive product range, establishing new trends.

• Strengthening relationships with key retail partners.

• Growing the brand awareness of Good For Nothing and Brave Soul internationally.

• Expanding direct-to-consumer sales channels into the USA and EU.

• Enhancing operational efficiency by reducing suppler base by 20% to increase purchasing power and supply chain resilience.

• Embedding sustainability and ethical sourcing practices across the business.

The directors consider the following to be the principal risks and uncertainties facing the group:

• Supply Chain Risk: Reliance on overseas manufacturing exposes the group to shipping delays, geopolitical disruption, and supplier concentration risk. Mitigation includes supplier diversification and contingency planning.

• Credit risk is mitigated through thorough checks of new customers and the use of credit insurance. This is constantly monitored and we have a strong credit control team.

• Currency Risk: Purchases are denominated in foreign currencies, exposing the group to exchange rate volatility. Where appropriate, the group uses hedging to manage exposure.

• Market and Consumer Demand: The fashion industry is highly competitive and consumer demand is influenced by changing trends and economic factors. The group mitigates this through flexible product development and close monitoring of customer preferences and latest catwalk innovations.

• Regulatory Risk: The group is subject to increasing compliance obligations in respect of sustainability, employment law, and international trade. Policies and processes are reviewed regularly to ensure compliance.

The directors remain confident in the long-term prospects of the business. Priorities for the coming year include:

• Continued international market expansion.

• Investment in digital platforms and data-led product design.

• Enhancement of sustainability initiatives, including increased use of recycled and responsibly sourced materials.

• Strengthening logistics and inventory management to improve service levels and cost efficiency.

• Relocation of London showroom to the heart of Oxford Circus as we remain committed to investing in the Capital and retailing our presence to ensure close proximity to our customers.

The board uses a range of financial and operational KPIs to monitor and evaluate the performance of the business, including:

• Revenue Growth (% year-on-year).

• Gross Margin (%).

• Stock Turnover Days.

• Customer Fulfilment Rate (% of orders delivered on time).

• Employee Retention

These KPIs are reviewed regularly to ensure alignment with strategic objectives.

Environmental, Social and Governance (ESG)

The group recognises the importance of sustainability and responsible business practices. During the year, progress was made in:

• Reducing packaging waste and improving recycling initiatives.

• Engaging suppliers to meet ethical sourcing standards.

• Supporting employee wellbeing and professional development.

The directors are committed to further progress in ESG matters, consistent with stakeholder expectations and regulatory requirements.

The directors of the group act in good faith to promote the success of the group for the benefit of its members as a whole.

Aside from the owners the directors consider other key stakeholders of the group to be our customers, team members, suppliers and landlords.

The Directors continue to evaluate new business opportunities as a part of this process and consider the likely long-term consequences of any decisions on all stakeholder groups.

Maintaining strong business relationships is a critical focus of the group and the directors strive to ensure that they maintain a strong reputation within the market it operates within with regards to how it conducts its business operations. Customer feedback is important to ensuring the brand develops in line with the market requirements. With regards to supplier relationships, our teams regularly meet with suppliers both in the UK and overseas to ensure that if any issues arise these can be resolved promptly.

The Directors recognise the value of the group employees and encourages self-development and ensures the appropriate training schemes are offered to benefit both the employee and the wider business needs.

Through regular board meetings the directors ensure that the owners are fully appraised of any developments with regards to matters impacting key stakeholders.

Streamlined Energy And Carbon Reporting

During the year ended 31 March 2025, the group reported the following in respect of energy use:

2025     2024

UK energy use (kWh)                         2,834,025     2,777,168

Associated greenhouse gas emissions (Tonnes of CO²)         406.32     392.00

Intensity ratio (Tonnes of CO² emissions per employee)         2.79         2.82

Associated greenhouse gas (GHG) emissions have been calculated using the following rates:

0.177kg of CO² per kWh of electricity consumption.

0.18kg of CO² per kWh of Gas consumption.

Intensity ratio has been calculated using the average number of employees across the group for the year ended 31 March 2025.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

The principal activity of the company in the year under review was that of a holding company to its subsidiary undertakings.

The principal activity of the group in the year under review was that of the design, manufacture and wholesale distribution of knitwear, clothing and accessories.

No ordinary dividends were paid (2024: £3,120,480). The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

In accordance with the company's articles, a resolution proposing that DJH Audit Limited be reappointed as auditor of the group will be put at a General Meeting.

The directors are responsible 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 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The Company’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. In addition, the Strategic Report and notes to the financial statements include the Company’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposures to credit risk and liquidity risk.

The Company has considerable financial resources together with long-term contracts with a large number of customers and suppliers. As a consequence, the directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain economic outlook.

The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Identification of the information for which the Company has chosen, in accordance with s414C(11) of the Companies Act, to set out in the Company's strategic report which would otherwise be required by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008' to be contained in the directors' report.

We have audited the financial statements of Whispering Smith Group PLC (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The 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. 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 course of 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 our 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.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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:

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

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

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

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

As explained more fully in the directors' responsibilities statement, 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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.

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

As part of our planning process:

• We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The company did not inform us of any known, suspected or alleged fraud.

• We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, Health & Safety at Work 1974, Employment Act 2008, The Human Medicines Regulations 2012 and General Data Protection Regulations (GDPR).

• We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

• Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

• Identifying and testing journal entries, in particular those that were significant and unusual.

• Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

• Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to impairment of stock, valuation of investment property and provision for bad debt.

• Assessing the extent of compliance with or lack of, with the relevant laws and regulations in particular those that are central to the entity's ability to continue in operation.

• Testing key turnover lines for evidence of management bias, and cut-off testing for completeness of income.

• Performing walkthrough testing to test controls and for evidence of management bias.

• Obtaining third-party confirmation of material bank and loan balances.

• Documenting and verifying all significant related party balances and transactions.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the director of the entity.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2024 - £3,160,480 profit).

Whispering Smith PLC is a private company, limited by share, registered in England and Wales, register number 03143117. The registerred office is The Exchange, 5 Bank street, Bury, Lancashire, BL9 0DN.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The 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 £.

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.

The consolidated group financial statements consist of the financial statements of the parent company Whispering Smith Group PLC together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Financial Reporting Standard 102 - reduced disclosure exemptions

The group has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

• the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

• the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A.

At the time of approving the financial statements, the directors have a reasonable expectation that the group 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 statements.

Turnover comprises the aggregate of the fair value of the sale of goods provided, net of value-added tax, rebates and discounts. Sale of goods are recognised when the company has despatched the products to the customer and collection of the related receivables is anticipated.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets are initially measured at cost.

After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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:

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:

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 recognised in the profit and loss account.

The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each statement of financial position date. The effects of any revision are recognised in the statement of comprehensive income when the change arises.

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.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks 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.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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.

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. Bank overdrafts are shown within borrowings in current liabilities.

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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.

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

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.

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 group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end 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. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing material adjustment to the carrying amount of assets and liabilities are outlined below.

Making judgement based on historical experience on the level of provision required for impairment of stocks. Further information received after the date of the statement of financial position may impact on the level of provision required.

The directors use judgement to provide against bad debts using knowledge of customers and experience. The provisions are revisited after the date of the statement of financial position to ensure appropriate.

Estimating the useful lives of intangible assets is considered key in determining an appropriate depreciation charge.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The number of directors to whom retirement benefits were accruing was 3 (2024: 3).

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Land and buildings with a carrying amount of £16,973,811 were revalued at May 2023 by Colliers International Property Consultants Limited, independent valuers not connected with the company on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties.

The long leasehold properties carried at valuation. If the assets were measured using the cost model, the carrying amounts would be £9,213,387.

Investment property with a carrying amount of £698,405 were revalued at May 2023 by Colliers International Property Consultants Limited, independent valuers not connected with the company on the basis of market rent. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties.

The cost of the investment property is £241,755.

Details of the company's subsidiaries at 31 March 2025 are as follows:

Bank loans are secured by way of a change over the freehold property of the subsidiary.

The company has granted its bankers a debenture over the assets of the group.

Invoice financing liabilities were secured by fixed and floating charges on the debts to which they related.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The ordinary "A" and "B" shares carry the following rights:

If there are profits available for dividend and resolved to be distributed by the company in respect of any income from any subsidiary in any financial year, such dividend shall be distributed amongst the holders of the "A" shares rateably according to the amounts paid up or credited as paid up on such shares.

Subject to any special rights or restrictions as to voting attached to any shares by or in accordance with the Articles, on a show of hands every "A" share or "B" share shall entitle the holder to one vote.

The "A" and "B" shares rank pari passu in all other respects.

Any premiums received on issue of share capital.

Revaluation gains and losses in long leasehold properties.

Revaluation gains and losses in investment property.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

During the year the group entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

The following advances and credits to directors subsisted during the years ended 31 March 2025.

The amounts outstanding at the the date of the statement of financial position are unsecured, interest free and repayable upon demand.

R Kumar

Of the above advances, 13 were over £10,000 amounting to £2,116,435 (2024 - 32 were over £10,000 amounting to £1,225,858). The maximum overdrawn balance during the year was £1,260,190 (2024: £578,818).

R Kumar introduced £577,142 and £400,000 from personal funds in August 2024 and December 2024 respectively. In the prior year introduced £78,108 and £195,112 from personal funds in August 2023 and March 2024 respectively. No other individual transactions are considered to be material in the current or prior year.

S Kumar

Of the above advances, 9 were over £10,000 amounting to £980,927 (2024 - 16 were over £10,000 amounting to £624,847). The maximum overdrawn balance during the year was £528,671 (2024: £233,437).

S Kumar introduced £170,048 from personal funds in March 2025. In the prior year he introduced £261,116 from personal funds in March 2024. No other individual transactions are considered to be material in the current or prior year.

R R Kumar

Of the above advances, 5 were over £10,000 amounting to £124,302 (2024 - 1 was over £10,000 amounting to £11,104).

The maximum overdrawn balance in the year was £122,305 (2024: £70,953).

R Kumar

Of the above advances, 3 were over £10,000 amounting to £66,809 (2024 - 4 were over £10,000 amounting to £86,204).

The maximum overdrawn balance in the year was £51,795 (2024: £21,004).

The company and group are jointly controlled by R Kumar and S Kumar, the directors and shareholders of Whispering Smith Group plc.

The non-controlling interests represent 20% (2024 - 20%) of the issued share capital of Rajan Trading Co. Limited and 49% (2024 - 49%) of the issued share capital of Good For Nothing IP Limited.

At 31 March 2025 there were contingent liabilities in respect of guarantees and outstanding documentary credits totalling $5,887,468 and £nil (2024 - $4,320,952 and £nil).