The director presents their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the group during the year was the design, manufacture and marketing of acrylic baths and associated bathroom products.

2024 was a third exceptionally challenging year but one in which the fortunes of the group improved significantly. Demand for bathroom products, both in the UK and in the group’s principal export markets, remained depressed. Key customers continued to reduce stockholdings aggressively. So, despite the group’s success in developing new lines for business for branded products and increasing sales of OEM products, turnover increased by only 3%. Material costs eased slightly, which allowed gross margin to increase from 12.5% to 17.5%.

The loss for the year was £466,818 compared with a loss of £934,393 in 2023.

Financial position at the reporting date

The group had cash on hand of £1.677 million at the year end.

The net assets of the group declined from £6.731 million to £6.264 million.

Current Trading

The market for bathroom products remains subdued. Specifically, fewer new homes are being built and consumer confidence remains fragile. However, revenue from new lines of business acquired during 2023 and 2024 has been strong. Turnover in the first quarter of 2025 was 5% better than the same period last year. In each of the first three months of 2025, earnings before income, tax, depreciation, and amortisation (EBITDA) were positive.

The directors see risk management as an integral part of good governance and assess perceived risks on a regular basis. As well as strategic, financial, and operational matters, these also include issues concerning health and safety and compliance with applicable legal and regulatory requirements.

As has always been the case, the principal challenges facing the group are factors largely outside the control of the group, specifically consumer demand, raw material cost inflation, geo-political conflicts, pandemics etc. At this time, However, the group anticipates that margin from new lines of business and the benefits accruing from investments in automation will be sufficient to mitigate any such risks.

On behalf of the board

The director presents his annual report and financial statements for the year ended 31 December 2024.

The principal activity of the group during the year was the design, manufacture and marketing of acrylic baths and associated bathroom products.

The results for the year are set out on pages 9 and 10.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

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

Details of post balance sheet events are set out in Note 26 of the financial statements.

The prospects for the group are significantly dependent on its success in developing new routes to market alongside its traditional channels and on the strength of the economies of its main markets.

New business secured by the group and investments in automation mean the group is well placed to increase revenue and margins provided that there is no further dramatic increase in the cost of raw materials.

Saffery LLP have expressed their willingness to continue in office. A resolution proposing that they be re-appointed will be put at a general meeting.

Information relating to the business review and the principal risks and uncertainties facing the business is contained within the strategic report on page 1.true

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 principal financial instruments comprise trade debtors and creditors arising directly from its operations and bank loans. All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtor balances are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 ; and

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

The director is 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. He is 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.

We have audited the financial statements of Carron Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 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 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 group and of the parent company's affairs as at 31 December 2024 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 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 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is 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.

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 director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the director's 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 director's 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 director's responsibilities statement set out on page 5, the director is 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 director is responsible for assessing the group's and 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 director either intends to liquidate the group or 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.

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the director, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with director and by updating our understanding of the sector in which the group and parent company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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 by, for example, forgery or intentional misrepresentations, or through collusion.

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 parent 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 parent company's members those matters we are required to state to them in an auditors 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 parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

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 £12,864 (2023: £42,391 profit).

Carron Holdings Limited (“the company”) is a private limited company limited by shares incorporated in Scotland. The registered office is North Carron Works, Stenhouse Road, Carron, Falkirk, Stirlingshire, FK2 8UW.

The group consists of Carron Holdings Limited and all of its subsidiaries.

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. The principal accounting policies adopted are set out below.

The consolidated financial statements incorporated the financial statements of the company and its subsidiary undertakings. These are adjusted, where appropriate, to conform to group accounting policies. Acquisitions are accounted for under the acquisition method and goodwill on consolidation is capitalised. The results of companies acquired or disposed of are included in the profit and loss account after or up to the date that control passes respectively. As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.

The financial statements have been prepared on a going concern basis, which the directors consider to be appropriate.

As noted in Note 26, Carron Holdings Limited ('the company') and its subsidiaries ('the Carron Group') were acquired subsequent to the year end and are, at the date of approval,  part of a wider group of companies and a wider group financing facility.

Subsequent to the year end, together with the other trading companies within the Brand K Holdings Limited group ('the Group'), the company and the Carron Group are obligors in relation to this wider group financing facility. All details of the Group’s indebtedness and security arrangements at the date of approval are disclosed in note 26 to the financial statements.

The company and the Carron Group provide security and cross guarantees to secure group debt therefore the company’s and Carron Group’s going concern status relies on the Brand K Holdings Limited group financing covenants being met for the foreseeable future and for the Brand K Holdings Limited group and in turn the Carron Group of companies having sufficient profitability and operating cash to meet debts as they fall due.

The director has reviewed the latest company, Carron Group, and Brand K Holdings Limited Group financial forecasts including cashflows and forecast funder covenant compliance for the 12-month period to 30 September 2026.  Based on this review and the assumptions therein which are consider by the director to be both prudent and achievable the director has a reasonable expectation that the company, the Carron Group and the Brand K Holdings Limited group as a whole will have adequate resources and meet funder covenant necessary to continue in operational existence for the foreseeable future. On this basis the director continues to adopt the going concern basis of preparation in the annual financial statements.

Turnover represents amounts derived from the provision of goods and services which fall within the group’s ordinary activities after deduction of trade discounts and Value Added Tax.

Sales are recognised on the delivery of bathroom products to the customer.

Tangible fixed assets, excluding Freehold land and buildings, 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:

Investments in subsidiaries are stated at cost less provision for any permanent diminution in value. Other investments held as fixed assets are stated at cost less provision for any permanent diminution in value.

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 appropriate to the relevant stage of production. Net realisable value is based on estimated selling price less all further costs to completion and relevant marketing, selling and distribution costs.

Work in progress is valued on the basis of direct costs plus attributable overheads based on normal levels of activity. Provision is made for any foreseeable losses where appropriate. No element of profit is included in the valuation of work in progress.

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.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments, regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Equity instruments issued by the group are recorded at the proceeds received, net of direct issue 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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has 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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

Contributions to defined contribution pension plans are recognised as an expense in the period in which the related services are provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which employees render the relates service, the liability in measured on a discount present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the group’s accounting policies, the director is 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 a material adjustment to the carrying amount of assets and liabilities are as follows.

The freehold Land and Buildings are valued professionally by an external valuer with relevant recent experience with the class of property being valued. An inevitable degree of estimation remains as each property is unique and can only be reliably tested in the market itself.

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancements, future investments, economic utilisation and the physical condition of the assets. See note 12 for the carrying amount of the freehold land and buildings and note 1 for the useful economic lives for each class of asset.

The trading subsidiary designs, manufactures and sells baths and is subject to changing consumer demand. As a result it is necessary to consider the recoverability of the cost of stock and associated provisioning required. When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials. See note 15 for the net carrying amount of the stock.

The group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 16.

An analysis of the group's turnover is as follows:

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

The company did not have any employees during the year.

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2023 - 0).

The key management personnel are considered to be the directors of the company and therefore the aggregate of key management compensation includes amounts as detailed above, plus social security of £1,711 (2023: £2,939).

The actual charge/(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:

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

In previous years, the group applied the transitional arrangements of Section 35 of FRS 102 and used a previous valuation as the deemed cost for the freehold property. The property was subsequently depreciated from the valuation date. As assets are depreciated or sold an appropriate transfer is made from the revaluation reserve to retained earnings.

The property was revalued on 20 March 2023 to £2.0 million in accordance with the RICS valuation standards by Graham & Sibbald, Chartered Surveyors, using the comparative principles of valuation methodology. As the property is now held at a revalued amount rather than at deemed cost, there has been a change in accounting policy which is being accounted for prospectively under Section 17 of FRS 102. All depreciation has been written back in 2023.

The depreciated historic cost of freehold property is £Nil.

Details of the company's subsidiaries at 31 December 2024 are as follows:

The long-term bank loan is secured by a standard security and a bond and floating charge over the assets of Carron Bathrooms Limited. The loan is repayable over 5 years, starting 13 months from the drawn down date, with a fixed interest rate margin of 1.62% over the banks cost of borrowing.

For post balance sheet events, refer to Note 26.

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 A and B shares rank equally in all respects.

Amounts contracted for but not provided in the financial statements:

The total future minimum lease payments under non-cancellable operating leases are as follows:

On 4 April 2025, the entire share capital of Carron Holdings Limited ('the company') was acquired by Brand K Limited, itself a subsidiary of Brand K Holdings Limited.

Prior to acquisition the company disposed of an investment totalling £143k through a dividend in specie to the company's A shareholder and Carron Bathrooms Limited (the company's subsidiary) settled its pre-acquisition external bank loan obligation as disclosed in Note 19.

On 4 April 2025, Carron Holdings Limited and its subsidiaries, Carron Bathrooms Limited and Inishkea Limited (together the Carron Group companies), entered into a group banking facility with Shawbrook Bank Limited as obligor(s) with a number of the other operational companies of the Brand K Holdings Limited Group ('the group').

On 4 April 2025, the company and the other Carron Group companies entered into a floating charge in favour of Shawbrook Bank Limited together with a subsequent intercreditor ranking and security agreement between Shawbrook Bank Limited, the former directors and shareholders of Carron Holdings Limited. On 4 April 2025, the company and Carron Bathroom Limited also entered into a floating charge in favour of the former directors and shareholders in relation to remaining consideration arrangements with Brand K Limited forming part of the subsequent intercreditor agreement and security arrangements with the Carron Group of companies.

In relation to above security arrangements, further fixed charge securities were provided to Shawbrook Bank Limited on 14, 23 and 24 April 2025 by subsidiary Carron Group companies and on 25 April 2025 (Carron Bathrooms Limited) to the former directors and shareholders.

At the date of approval, Shawbrook Bank Limited hold the senior debt floating charge security over the assets of the company and the Carron Group companies and the other operational companies of the Brand K Holdings Limited Group for a Brand K Group facility totalling £41.6m. The Brand K group facilities include invoice discounting over receivables of up to £35m in aggregate with an inventory facility up to £5m and cashflow facility of up to £6.6m. Subject to the ongoing compliance with the terms and facilities of the group financing arrangements, the facilities have a minimum term of 3 years. There is a group cross company guarantee in place and the bank holds right of set off.

At the date of approval, the total balances secured across the group are as follows: confidential invoice discounting facility £18.6m, inventory facility £5m, and cashflow facility of £5.7m.

The balance due on the Carron Group of companies’ confidential invoice discounting facility (held within Carron Bathrooms Limited) was £1.45m.

See note 7 for disclosures of the directors' remuneration and key management compensation.

Other than the transactions referenced above, the company's other related party transactions were with the wholly owned subsidiary so have not been disclosed.

For the whole of the financial year and up to 4 April 2025, the company's ultimate controlling parties were its directors David McMorrine and John Hewitt.

Post year-end, as disclosed in Note 26, Carron Holdings Limited and its subsidiaries were acquired by Brand K Limited whose ultimate parent company is Brand K Holdings Limited. The registered office address for the ultimate parent company is Thistle Down Barn, Holcot Lane, Sywell, Northampton, NN6 0BG. From 4 April 2025 to the date of signing, the company's ultimate controlling party is its director Alex Norford.