ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 05577238

Tibard Holdings Limited

Annual Report and Consolidated Financial Statements

For the year ended 31 January 2025

Tibard Holdings Limited

Company Information

Directors	I D Mitchell
	C D Shacklady


Company secretary	C D Shacklady


Registered number	05577238


Registered office	Tibard House
	Broadway
	Dukinfield
	Cheshire
	SK16 4UU


Independent auditors	Hurst Accountants Limited
	Chartered Accountants & Statutory Auditors
	3 Stockport Exchange
	Stockport
	Cheshire
	SK1 3GG


Bankers	National Westminster Bank plc
	Market Place
	Hyde
	Cheshire
	SK14 2LY

Tibard Holdings Limited

Contents

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 8
Consolidated statement of comprehensive income	9
Consolidated balance sheet	10
Company balance sheet	11
Consolidated statement of changes in equity	12
Company statement of changes in equity	13
Consolidated statement of cash flows	14 - 15
Consolidated analysis of net debt	16
Notes to the financial statements	17 - 43

Tibard Holdings Limited

Group Strategic Report

For the year ended 31 January 2025

Introduction

The Directors present the Strategic Report for the year ended 31 January 2025.
Review of the Year
The Directors can report another year of robust figures in what has been not only challenging circumstances, but one of change and transition.
In July 2024, we agreed to sell the Rental/Laundry division of Tibard Limited to a National Laundry provider. Discussions had been ongoing since late 2023 and the decision was not taken lightly. As part of a succession project, in late October 2024 we then transitioned to 100% Employee Ownership through an Employee Ownership Trust. This transformational change has been embraced by the staff and we will all continue to learn and develop as time passes. Therefore the accounts for this financial year are somewhat distorted by the various changes throughout the period.
A drop in turnover to £9,976,386 (2024: £12,960,306) and a significant rise in EBITDA to £6,050,687 (2024: £1,674,470) was due to the transitional changes made within the period. However, the business continued to meet headwind on inflationary pressures, notably raw materials and labour which led to margin erosion. The SMT are continuing with plans to mitigate these costs with innovative solutions across our Supply Chain and customer price increases where applicable.
Services
We continue with Investment into our core systems and standardisation procedures. We will continue to implement improvements across all our platforms to secure processes that protect the stakeholders of our business.
Resources
We continue to develop and review existing supply routes and have engaged with several potential key supply partners to ensure continuity of supply.

Future developments

We continue to develop our Strategic Framework and adapt this to the needs of the business to deliver on our Mission and ensure its relevance to our current and future trading and market conditions.
Principal Risks and Uncertainties
The Group reviews risk regularly and considers its principal risks to be consumer confidence borne from high UK inflation, energy costs, world labour costs and the devaluation of sterling. These continue to impact our core Hospitality markets.
The current governments policies on Employers NI contributions together with NMW increases have impacted not only costs but also the confidence within the market. The impending November 2025 budget has stifled investment until possible further increases are known.

Financial key performance indicators

The key performance indicators of the company continue to be EBITDA (reported above), turnover, gross profit and gross profit margin.
Turnover Gross Profit Gross Profit Margin
2025 £9,976,386 £2,734,742 27.4%
2024 £12,960,306 £3,228,343 24.9%
2023 £13,263,269 £3,579,895 27.0%
2022 £10,715,099 £2,720,013 25.4%

Page 1

Tibard Holdings Limited

Group Strategic Report (continued)

For the year ended 31 January 2025

This report was approved by the board and signed on its behalf.

I D Mitchell

Director

Date: 13 October 2025

Page 2

Tibard Holdings Limited

Directors' Report

For the year ended 31 January 2025

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

Directors' responsibilities statement

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments 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 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £4,481,106 (2024 - £341,836).

Particulars of dividends paid are detailed in note 14 to the accounts.
The directors do not recommend the payment of a final dividend.
Amounts totalling £7,572,230 were distributed to Tibard Employee Ownership Trust during the year

Directors

The directors who served during the year were:

J C Shonfeld (resigned 29 October 2024)

S I Shonfeld (resigned 1 November 2024)

I D Mitchell

R C Shonfeld (resigned 29 October 2024)

M D Shonfeld (resigned 29 October 2024)

C D Shacklady

Page 3

Tibard Holdings Limited

Directors' Report (continued)

For the year ended 31 January 2025

Environmental matters

The group recognises the importance of environmental responsibilities, monitors its impact on the environment and designs and implements policies to reduce any damage that might be caused by the activities of the group. The group operates in accordance with policies which are designed to minimise the group's impact on the environment, including safe disposal of manufacturing waste, recycling and reducing energy consumption.

Financial instruments

The group endeavours whenever possible to make sales in UK currency. EU sales are increasingly conducted in Euro and during the year, the group entered into a foreign currency forward contract to mitigate the risks arising from currency exposure.

Matters covered in the strategic report

The Strategic Report contains details of the likely future developments within the group.

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

I D Mitchell

Director

Date: 13 October 2025

Page 4

Tibard Holdings Limited

Independent Auditors' Report to the Members of Tibard Holdings Limited

Opinion

We have audited the financial statements of Tibard Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 January 2025, which comprise the consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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's and of the parent Company's affairs as at 31 January 2025 and of the Group's profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the 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 auditors' 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.

Page 5

Tibard Holdings Limited

Independent Auditors' Report to the Members of Tibard Holdings Limited (continued)

Opinion 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 group 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 group strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the group 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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 3, 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 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 directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 6

Tibard Holdings Limited

Independent Auditors' Report to the Members of Tibard Holdings Limited (continued)

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 an auditors' 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 Group financial statements.

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

Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.

∙The outcome of enquiries of management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.

∙Supporting documentation relating to the Company's policies and procedures for:

°Identifying, evaluating, and complying with laws and regulations

°Detecting and responding to the risks of fraud

∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.

∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements and Anti-bribery and Corruption.

Audit response to risks identified
Our procedures to respond to the risks identified included the following:

∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.

∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.

∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.

∙Enquiring of management about any actual and potential litigation and claims.

∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.

∙Reading minutes of meetings of those charges with governance.

Page 7

Tibard Holdings Limited

Independent Auditors' Report to the Members of Tibard Holdings Limited (continued)

We have also considered the risk of fraud through management override of controls by:

∙Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.

∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and

∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. 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 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 auditors' 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 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Anthony Woodings (senior statutory auditor)

for and on behalf of

Hurst Accountants Limited

Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG

15 October 2025

Page 8

Tibard Holdings Limited

Consolidated Statement of Comprehensive Income

For the year ended 31 January 2025

	Continuing operations	Discontin'd operations	Total	Continuing operations	Discontinued operations	Total
	2025	2025	2025	2024	2024	2024
Note	£	£	£	£	£	£


Turnover	4	7,759,506	2,216,880	9,976,386	8,200,389	4,759,917	12,960,306
Cost of sales		(5,485,772)	(1,755,872)	(7,241,644)	(5,910,006)	(3,821,957)	(9,731,963)
Gross profit		2,273,734	461,008	2,734,742	2,290,383	937,960	3,228,343
Administrative expenses		(1,971,031)	(588,671)	(2,559,702)	(1,766,319)	(834,454)	(2,600,773)
Other operating income	5	2,480	-	2,480	-	-	-
Operating profit	6	305,183	(127,663)	177,520	524,064	103,506	627,570
Interest receivable and similar income	10	99,450	-	99,450	-	-	-
Interest payable and similar expenses	11	(63,392)	-	(63,392)	(81,556)	-	(81,556)
Exceptional income	12	-	5,436,218	5,436,218	-	-	-
Profit before taxation		341,241	5,308,555	5,649,796	442,508	103,506	546,014
Tax on profit	13	(134,536)	(1,034,154)	(1,168,690)	(175,310)	(28,868)	(204,178)
Profit for the financial year		206,705	4,274,401	4,481,106	267,198	74,638	341,836

The notes on pages 17 to 43 form part of these financial statements.

Page 9

Tibard Holdings Limited

Registered number: 05577238

Consolidated Balance Sheet

As at 31 January 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	15		3,315,433		918,641
Tangible assets	16		1,527,276		2,370,970
			4,842,709		3,289,611
Current assets
Stocks	18	1,411,074		1,303,865
Debtors: amounts falling due within one year	19	1,342,277		2,183,923
Cash at bank and in hand	20	1,024,965		573,984
		3,778,316		4,061,772
Creditors: amounts falling due within one year	21	(2,740,186)		(3,549,391)
Net current assets			1,038,130		512,381
Total assets less current liabilities			5,880,839		3,801,992
Creditors: amounts falling due after more than one year	22		(645,561)		(773,126)
Provisions for liabilities
Deferred taxation	24		(42,205)		(228,566)
Net assets			5,193,073		2,800,300

Capital and reserves
Called up share capital	25	231	101
Share premium account	26	2,756,204	2,420,594
Other reserves	26	-	199,194
Merger reserve	26	5,519,134	-
Profit and loss account	26	(3,082,496)	180,411
		5,193,073	2,800,300

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

I D Mitchell

Director

Date: 13 October 2025

The notes on pages 17 to 43 form part of these financial statements.

Page 10

Tibard Holdings Limited

Registered number: 05577238

Company Balance Sheet

As at 31 January 2025

		2025		2024
Note		£		£

Fixed assets
Investments	17		11,218,424		5,699,194
Current assets
Debtors: amounts falling due within one year	19	100		100
Total assets less current liabilities			11,218,524		5,699,294

Creditors: amounts falling due after more than one year	22		(2,316,069)		(2,369,669)

Net assets			8,902,455		3,329,625

Capital and reserves
Called up share capital	25		231		101
Share premium account	26		2,756,204		2,420,594
Other reserves	26		-		199,194
Merger reserve	26		5,519,134		-
Profit and loss account brought forward		709,736		629,336
Profit for the year		7,661,163		303,817
Other changes in the profit and loss account		(7,744,013)		(223,417)
Profit and loss account carried forward			626,886		709,736
			8,902,455		3,329,625

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

I D Mitchell

Director

Date: 13 October 2025

The notes on pages 17 to 43 form part of these financial statements.

Page 11

Tibard Holdings Limited

Consolidated Statement of Changes in Equity

For the year ended 31 January 2025

	Called up share capital	Share premium account	Other reserves	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 February 2024	101	2,420,594	199,194	-	180,411	2,800,300
Comprehensive income for the year
Profit for the year	-	-	-	-	4,481,106	4,481,106
Total comprehensive income for the year	-	-	-	-	4,481,106	4,481,106
Dividends: Equity capital	-	-	-	-	(171,783)	(171,783)
Shares issued during the year	130	335,610	-	-	-	335,740
Distributions to Tibard Employee Ownership Trust	-	-	-	-	(7,572,230)	(7,572,230)
Exercise of EMI scheme shares	-	-	(199,194)	-	-	(199,194)
Merger reserve	-	-	-	5,519,134	-	5,519,134
Total transactions with owners	130	335,610	(199,194)	5,519,134	(7,744,013)	(2,088,333)
At 31 January 2025	231	2,756,204	-	5,519,134	(3,082,496)	5,193,073

Consolidated Statement of Changes in Equity

For the year ended 31 January 2024

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 February 2023	101	2,420,594	199,194	61,992	2,681,881
Comprehensive income for the year
Profit for the year	-	-	-	341,836	341,836
Total comprehensive income for the year	-	-	-	341,836	341,836
Dividends: Equity capital	-	-	-	(223,417)	(223,417)
Total transactions with owners	-	-	-	(223,417)	(223,417)
At 31 January 2024	101	2,420,594	199,194	180,411	2,800,300

The notes on pages 17 to 43 form part of these financial statements.

Page 12

Tibard Holdings Limited

Company Statement of Changes in Equity

For the year ended 31 January 2025

	Called up share capital	Share premium account	Other reserves	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 February 2024	101	2,420,594	199,194	-	709,736	3,329,625
Comprehensive income for the year
Profit for the year	-	-	-	-	7,661,163	7,661,163
Total comprehensive income for the year	-	-	-	-	7,661,163	7,661,163
Dividends: Equity capital	-	-	-	-	(171,783)	(171,783)
Shares issued during the year	130	335,610	-	-	-	335,740
Distributions to Tibard Employee Ownership Trust	-	-	-	-	(7,572,230)	(7,572,230)
Exercise of EMI scheme shares	-	-	(199,194)	-	-	(199,194)
Merger reserve	-	-	-	5,519,134	-	5,519,134
Total transactions with owners	130	335,610	(199,194)	5,519,134	(7,744,013)	(2,088,333)
At 31 January 2025	231	2,756,204	-	5,519,134	626,886	8,902,455

Company Statement of Changes in Equity

For the year ended 31 January 2024

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 February 2023	101	2,420,594	199,194	629,336	3,249,225
Comprehensive income for the year
Profit for the year	-	-	-	303,817	303,817
Total comprehensive income for the year	-	-	-	303,817	303,817
Dividends: Equity capital	-	-	-	(223,417)	(223,417)
Total transactions with owners	-	-	-	(223,417)	(223,417)
At 31 January 2024	101	2,420,594	199,194	709,736	3,329,625

The notes on pages 17 to 43 form part of these financial statements.

Page 13

Tibard Holdings Limited

Consolidated Statement of Cash Flows

For the year ended 31 January 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	4,481,106	341,836
Adjustments for:
Amortisation of intangible assets	252,281	186,054
Depreciation of tangible assets	436,949	860,846
Loss on disposal of tangible assets	738,796	(2,061)
Interest paid	63,392	81,556
Interest received	(99,450)	-
Taxation charge	1,286,827	204,178
Decrease in stocks	169,607	129,285
Decrease in debtors	1,073,586	631,175
(Decrease)/increase in creditors	(1,790,568)	73,385
Corporation tax (paid)	(977,883)	(296,419)
Net cash generated from operating activities	5,634,643	2,209,835

Cash flows from investing activities
Purchase of tangible fixed assets	(300,354)	(832,676)
Sale of tangible fixed assets	1	4,250
Interest received	99,450	-
HP interest paid	-	(1,937)
Net cash from investing activities	(200,903)	(830,363)
Cash flows from financing activities
Issue of ordinary shares	136,450	-
New secured loans	-	650,000
Repayment of loans	(124,872)	(767,403)
Repayment of other loans	(285,270)	(1,038,565)
Repayment of/new finance leases	-	(16,951)
Dividends paid	(171,783)	(223,417)
Interest paid	(63,392)	(79,619)
Contribution to EOT scheme	(7,572,230)	-
Cash acquired on acquisition	3,101,257	-
Net cash used in financing activities	(4,979,840)	(1,475,955)
Net increase/(decrease) in cash and cash equivalents	453,900	(96,483)
Cash and cash equivalents at beginning of year	571,065	667,548
Cash and cash equivalents at the end of year	1,024,965	571,065

Page 14

Tibard Holdings Limited

Consolidated Statement of Cash Flows (continued)

For the year ended 31 January 2025

		2025	2024
		£	£

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,024,965	573,984
Bank overdrafts	-	(2,919)
	1,024,965	571,065

The notes on pages 17 to 43 form part of these financial statements.

Page 15

Tibard Holdings Limited

Consolidated Analysis of Net Debt

For the year ended 31 January 2025


At 1 February 2024	Cash flows	At 31 January 2025
£	£	£

Cash at bank and in hand	573,984	450,981	1,024,965
Bank overdrafts	(2,919)	2,919	-
Debt due after 1 year	(773,126)	127,565	(645,561)
Debt due within 1 year	(409,666)	282,577	(127,089)
	(611,727)	864,042	252,315

The notes on pages 17 to 43 form part of these financial statements.

Page 16

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

1.	General information

Tibard Holdings Limited is a private company limited by shares and incorporated in England. The registered office and principal place of business is Tibard House, Broadway, Dukinfield, Cheshire, SK16 4UU. The nature of the company's operations and its principal activity is that of a holding company. The company's registered number is 05577238.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

Parent Company, disclosure exemptions
In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:
• No Statement of Cash Flows has been presented for the parent Company,;

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 17

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods (Direct sales)

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

These conditions are usually satisfied as the point that the customer has signed for the delivery of goods.
Rental contracts
Revenue from a contract to provide services is recognised in the period in which the services are provided. The services predominantly include the rental of garments.

2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Page 18

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

2.Accounting policies (continued)

2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the consolidated statement of comprehensive income in the same period as the related expenditure.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 19

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

2.Accounting policies (continued)

2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 20

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

2.Accounting policies (continued)

2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line or reducing balance method as indicated below.

Depreciation is provided on the following basis:

Freehold property	-	4.5% straight line
Leasehold property	-	4.5% straight line
Plant and machinery	-	20% reducing balance
Fixtures and fittings	-	15-33% reducing balance
Hire garments	-	50% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 21

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

2.Accounting policies (continued)

2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 22

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

2.Accounting policies (continued)

2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Page 23

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

2.Accounting policies (continued)

2.20

Financial instruments (continued)

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 24

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions.
The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material difference to the carrying amounts of the assets and liabilities within the next financial year.

Sale of goods	7,759,506	8,200,389
Rental of uniforms and provision of laundry services	2,216,880	4,759,917
	9,976,386	12,960,306

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	9,897,007	12,904,088
Rest of the world	79,379	56,218
	9,976,386	12,960,306

5.	Other operating income
		2025	2024
		£	£

	Government grants receivable	2,480	-

Government grant income includes amounts released of funding for the website in line with the depreciation of the asset.

Page 25

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

Depreciation of tangible fixed assets	444,466	860,846
Amortisation of intangible assets, including goodwill	68,578	186,054
Exchange differences	6,671	13,596
Operating lease rentals - land and buildings	90,000	90,000
Operating lease rentals - other	68,134	51,110
Cost of defined contribution scheme	178,476	157,423

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

30,000

23,700

					2025	2024
					£	£

Fees payable to the Group's auditor and its associates in respect of:
Other services relating to taxation	37,020	-
All other services	256,052	58,985

Page 26

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2025	2024
		£	£


Wages and salaries	2,194,777	2,510,491
Social security costs	220,922	257,350
Cost of defined contribution scheme	151,476	157,423
	2,567,175	2,925,264

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

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Production	51	65	-	-
Administrative	27	27	-	-
Directors	4	6	2	6

	82	98	2	6

9.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	391,377	419,982
Group contributions to defined contribution pension schemes	48,369	52,400
	439,746	472,382

	Key management remuneration totalled £482,301 (2024: £472,382). During the year retirement benefits were accruing to 2 directors (2024 - 4) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £139,893 (2024 - £143,595).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £13,656 (2024 - £35,797).

Page 27

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

10.	Interest receivable
		2025	2024
		£	£

Other interest receivable

99,450

11.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	63,392	71,030
Finance leases and hire purchase contracts	-	1,937
Other interest payable	-	8,589
	63,392	81,556

12.	Exceptional items
		2025	2024
		£	£

	Profit on the sale of rental division	5,436,218	-

On 1 July 2024, the rental division of the business was sold for £6,584,019. When costs of the sale are considered the total profit on the sale was £5.44m. See note 29 for further details.

Corporation tax
Current tax on profits for the year	1,363,589	197,780
	1,363,589	197,780

Total current tax	1,363,589	197,780

Deferred tax
Origination and reversal of timing differences	(194,899)	6,398
Total deferred tax	(194,899)	6,398


		1,168,690	204,178

Page 28

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

13.Taxation (continued)

Profit on ordinary activities before tax

5,649,796

546,014

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 24%)	1,412,449	131,043
Effects of:
Non-tax deductible amortisation of goodwill and impairment	63,070	55,988
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	121,041	7,312
Share scheme deduction	(450,741)	-
Ineligible depreciation	22,061	21,205
Other differences leading to an increase (decrease) in the tax charge	810	(11,370)
Total tax charge for the year	1,168,690	204,178

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

14.	Dividends
		2025	2024
		£	£

Dividends paid on equity capital

171,783

223,417

Page 29

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

15.	Intangible assets
	Group

		Goodwill
		£
	Cost
	At 1 February 2024	4,651,350
	Additions	2,649,073
	At 31 January 2025	7,300,423
	Amortisation
	At 1 February 2024	3,732,709
	Charge for the year	252,281
	At 31 January 2025	3,984,990
	Net book value
	At 31 January 2025	3,315,433
	At 31 January 2024	918,641

Goodwill additions totalling £2.65m have arisen as a result of the acquisition of Oliver Harvey Limited during the year.
Amortisation of intangible assets is included in administrative expenses. Consolidated goodwill has a carrying value of £732,587 for Tibard Limited and £2,582,846 for Oliver Harvey with a remaining amortisation period of 4 years and 9 years respectively.
No impairment losses on intangible assets have been recognised in the statement of comprehensive income during the period.

Page 30

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

16.	Tangible fixed assets
	Group

	Freehold property	Long-term leasehold property	Plant and machinery	Fixtures and fittings	Hire garments	Total
	£	£	£	£	£	£
Cost or valuation
At 1 February 2024	1,824,203	224,537	436,283	424,884	1,435,628	4,345,535
Additions	-	958	11,062	6,269	282,065	300,354
Acquisition of subsidiary	-	-	-	31,698	-	31,698
Disposals	-	-	-	-	(1,717,693)	(1,717,693)
At 31 January 2025	1,824,203	225,495	447,345	462,851	-	2,959,894
Depreciation
At 1 February 2024	472,069	149,114	317,029	351,346	685,007	1,974,565
Charge for the year	82,089	10,147	25,237	25,587	293,889	436,949
Disposals	-	-	-	-	(978,896)	(978,896)
At 31 January 2025	554,158	159,261	342,266	376,933	-	1,432,618
Net book value
At 31 January 2025	1,270,045	66,234	105,079	85,918	-	1,527,276
At 31 January 2024	1,352,134	75,423	119,254	73,538	750,621	2,370,970

Page 31

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

17.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 February 2024	5,699,194
	Additions	5,519,230
	At 31 January 2025	11,218,424

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	Tibard Limited	Tibard House, Broadway, Dukinfield, Cheshire, SK16 4UU.	Ordinary	100%
	Oliver Harvey Limited	Tibard House, Broadway, Dukinfield, Cheshire, SK16 4UU.	Ordinary	100%

Tibard Limited's principal activity is the manufacture and direct sale of workwear.
Oliver Harvey Limited's principal activity is the direct sale of workwear.
Oliver Harvey Limited was acquired on 29 October 2024 through a share-for-share exchange. The cost of the investment recorded above represents the estimated value of the parent company shares issued as consideration.

Page 32

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

18.	Stocks
		Group	Group
		2025	2024
		£	£

Raw materials and consumables	92,115	94,117
Work in progress (goods to be sold)	45,283	62,986
Finished goods and goods for resale	1,273,676	1,146,762
	1,411,074	1,303,865

The carrying value of stocks are stated net of impairment losses totalling £61,339 (2024 - £45,439). Impairment losses totalling £61,339 (2024 - £45,439) were recognised in profit and loss.

Page 33

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

19.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	1,229,820	2,083,282	-	-
Other debtors	3,883	-	-	-
Called up share capital not paid	100	100	100	100
Prepayments and accrued income	108,474	100,541	-	-
	1,342,277	2,183,923	100	100

20.	Cash and cash equivalents
		Group	Group
		2025	2024
		£	£

Cash at bank and in hand	1,024,965	573,984
Less: bank overdrafts	-	(2,919)
	1,024,965	571,065

Page 34

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

21.	Creditors: Amounts falling due within one year
		Group	Group
		2025	2024
		£	£

Bank overdrafts	-	2,919
Bank loans	127,089	124,396
Other loans	-	285,270
Trade creditors	1,090,304	1,755,515
Corporation tax	608,600	99,780
Other taxation and social security	191,258	215,362
Other creditors	30,049	26,697
Accruals and deferred income	692,886	1,039,452
	2,740,186	3,549,391

The bank overdraft is secured by an unscheduled mortgage debenture dated 30 September 2005 with National Westminster Bank Plc.
Bank loans are secured by way of a legal charge over Tibard Limited's property at Units 36 & 37, Globe Lane Industrial Estate, Broadway, Dukinfield, SK16 4UU, and a fixed charge over other assets of Tibard Limited.
Other loans are unsecured.

22.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank loans	645,561	773,126	-	-
Amounts owed to group undertakings	-	-	2,316,069	2,369,669
	645,561	773,126	2,316,069	2,369,669

Bank loans are secured by way of a legal charge over Tibard Limited's property at Units 36 & 37, Globe Lane Industrial Estate, Broadway, Dukinfield, SK16 4UU, and a fixed charge over other assets of Tibard Limited.

Page 35

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

23.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2025	2024
		£	£

Amounts falling due within one year
Bank loans	127,089	124,396
Other loans	-	285,270
	127,089	409,666
Amounts falling due 1-2 years
Bank loans	89,423	127,130
Amounts falling due 2-5 years
Bank loans	106,440	152,643
Amounts falling due after more than 5 years
Bank loans	449,698	493,353
	449,698	493,353
	772,650	1,182,792

The Group had the following loans outstanding at 31 January 2025.
1) A bank loan with £614,317 outstanding, repayable by monthly instalments and a final instalment of an amount sufficient to repay the remaining loan and interest in August 2038. The interest rate on the loan is 2.3% per annum above Base Rate.
2) A bank loan with £158,333 outstanding, which is repayable over the period to August 2026. The interest rate on this loan is 2.96% over the base rate.
3) Other loans comprise loans from related parties totalling £Nil (2024: £285,270) which are unsecured, interest-free and repayable on demand.

Page 36

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

24.	Deferred taxation
	Group

		2025
		£

	At beginning of year	(228,566)
	Charged to profit or loss	186,361
	At end of year	(42,205)

Company



	At beginning of year	-
	At end of year	-

The provision for deferred taxation is made up as follows:
	Group	Group
	2025	2024
	£	£

Accelerated capital allowances	(44,558)	(231,511)
Other timing differences	2,353	2,945
	(42,205)	(228,566)

25.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

13,138 (2024 - 55) Ordinary A shares of £0.01 each	131	1
5,000 (2024 - 5,000) Ordinary B shares of £0.01 each	50	50
5,000 (2024 - 5,000) Ordinary C shares of £0.01 each	50	50

	231	101

Page 37

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

25.Share capital (continued)

The A Ordinary shares shall be subject to the options granted to certain of the Group's employees from time to time and rank pari passu in all respects.
The A Ordinary shares, B Ordinary shares and C Ordinary shares entitle the holders thereof to the following rights:
(a) Dividends - the Company shall apply any profits to the holders of the A Ordinary shares, B Ordinary shares and/or C Ordinary shares as the directors resolve (at their discretion, on just one of these class of shares to the exclusion of the other classes, or in respect of all of these classes of shares) and the holder of the Deferred share is not be entitled to share in any profits of the Company.
(b) Capital - the holders of the A Ordinary shares, B Ordinary shares and C Ordinary shares shall be entitled to share in any capital return (be it on a share sale, asset sale, return of assets on liquidation, reduction of capital or otherwise) pro rata to the number of shares held by each of them in the capital of the Company. The holder of the Deferred share shall not be entitled to share in the same.
(c) Voting in general meetings - the holders of the A Ordinary shares, B Ordinary shares and C Ordinary shares shall be entitled to receive notice of, and to attend and vote at, general meetings of the Company in accordance with Article 9 of the Written Resolutions of the Company. Subject to any rights or restrictions attached to any shares and to any other provisions of these articles, on a show of hands every member present in person or by proxy shall have one vote, unless the proxy is himself a member entitled to vote and on a poll every member present in person or by proxy shall have one vote for every share for which he is the holder.
Several actions may be taken only with prior written consent of the holder of the Deferred share. These actions are listed as part of Article 15 of the Written Resolutions which were passed in July 2017. During the year the deferred share was purchased by the company, and subsequently cancelled.

During the year 13,083 Ordinary A shares were issued at £0.01 each. 3,402 of these Ordinary A shares were issued as a result of the EMI share options being exercised. 9,681 arose from the share for share exchange.

26.

Reserves

Share premium account
Share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Other reserve
The other reserve comprises the share-based payments reserve.
Profit and loss account
The profit and loss account includes all current and prior period retained profits and losses, net of dividends.

Merger Reserve

A merger reserve arose on a business combination that was accounted for as a merger in accordance with UK GAAP.

Page 38

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

27.	Share-based payments
	In August 2017, Tibard Holdings Limited introduced a Share Option Plan for key management personnel of Tibard Limited. Share options were granted in August 2017 (noted (1) below) and April 2020 (noted (2) below), and EMI share options in respect of 673 Ordinary A shares (noted (3) below) were granted in April 2022. The share options vested immediately on grant and were exercisable at any time prior to a sale, asset sale or listing. The options could have lapsed in various circumstances, with the latest date being the tenth anniversary of the option agreement. The share options were exercised on 25th October 2024. The number and weighted average exercise prices of share options are as follows:
		Weighted average exercise price (pence) 2025	Number 2025	Weighted average exercise price (pence) 2024	Number 2024

Outstanding at the beginning of the year	40.11	3,402	40.11	3,402
Granted during the year		-		-
Exercised during the year	40.11	(3,402)		-
Outstanding at the end of the year	40.11	-	40.11	3,402

	Option pricing model used	Black-Scholes
	Weighted average share price (pence)	116.38 (1), 151.85 (2) and 226.78 (3)
	Exercise price (pence)	34.91 (1), 45.55 (2) and 56.7 (3)
	Expected volatility	25%
	Expected dividend growth rate	Nil
	Risk-free interest rate	2%

Page 39

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

28.	Business combinations

On 29 October 2024, 100% of the share capital of Oliver Harvey Limited was acquired by the group.

Fixed Assets
Tangible	24,182	24,182
	24,182	24,182
Current Assets
Stocks	276,816	276,816
Debtors	231,940	231,940
Cash at bank and in hand	3,101,257	3,101,257
Total Assets	3,634,195	3,634,195
Creditors
Due within one year	(755,500)	(755,500)
Deferred taxation	(8,538)	(8,538)
Total Identifiable net assets	2,870,157	2,870,157


	Goodwill	2,649,073
	Total purchase consideration	5,519,230

	Consideration
					£

	Share for share exchange	5,519,230
	Total purchase consideration	5,519,230

	Cash outflow on acquisition
					£

	Purchase consideration settled in cash, as above	-
	Less: Cash and cash equivalents acquired	(3,101,257)
	Net cash outflow on acquisition	(3,101,257)

Page 40

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

28.Business combinations (continued)

	The results of Oliver Harvey Limited since acquisition are as follows:
				Current period since acquisition
				£

	Turnover	439,358
	Profit before tax for the period since acquisition	76,081

29.	Discontinued operations
	On 1st July 2024, Tibard Limited sold its rental sales division, which represented a separate major line of business. The division contributed £2.22m of revenue and a loss before tax of £128k in the year. The gain on disposal was £5.44m.
		£

Cash proceeds		(6,584,019)
Direct costs of disposal		409,004
		(6,175,015)
Net assets disposed of:
Tangible fixed assets	738,796
		(738,796)
Profit on disposal before tax		5,436,219

	Cash consideration	6,584,019
	Cash transferred on disposal	(409,004)
	Net inflow of cash	6,175,015

30.	Contingent liabilities

The company is party to a cross guarantee dated 15 February 2012 with group companies, Tibard Limited and Oliver Harvey Limited, in relation to all legal mortgages, life policies and mortgage debentures. At the year end the amount outstanding under this guarantee was £nil (2024: £nil).
A guarantee exists in favour of a supplier for £115,000 (2024: £115,000).

Page 41

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

31.	Pension commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £178,476 (2024: £157,423). Contributions totalling £9,411 (2024: £11,781) were payable to the fund at the balance sheet date.

32.	Commitments under operating leases
	At 31 January 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£	£

Buildings
Not later than 1 year	90,000	90,000
Later than 1 year and not later than 5 years	330,000	360,000
Later than 5 years	-	60,000
	420,000	510,000

		Group	Group
		2025	2024
		£	£

Other
Not later than 1 year	56,300	53,055
Later than 1 year and not later than 5 years	60,958	72,572
	117,258	125,627

Page 42

Tibard Holdings Limited

Notes to the Financial Statements

For the year ended 31 January 2025

33.

Related party transactions

The directors have chosen not to disclose transactions entered into with other companies wholly owned within the group as permitted under FRS 102 paragraph 33.1A.
From the beginning of the period until 29 October 2024, Oliver Harvey Limited was considered to be a related party by virtue of having common directors, following this date, the company has been acquired by Tibard Holdings and consolidated into the group, and so transactions after this date have not been disclosed.
The transactions up to 29 October 2024 are detailed below:
The Group made sales to a company with common directors totalling £154,878 (2024: £1,322,413). The Group also raised management charges and recharged costs to this company totalling £87,750 (2024: £117,000). Amounts due from this company at 31 January 2024 totalled £254,731.
The Group made purchases from a company with common directors totalling £14,009 (2024: £276,325).
As stated above, amounts due to this company at 31 January 2025, do not require disclosure (2024: £38,986). Loans
totalling £nil were due at 31 January 2025 (2024: £285,270).
The group paid rent to the company's retirement benefits scheme totalling £90,000 (2024: £90,000) and £7,500 was outstanding at the balance sheet date (2024: £7,500).

34.	Controlling party

At the start of the year the ultimate controlling party was in the opinion of the directors J C Shonfeld.
On 29 October 2024 Tibard Employee Ownership Trust acquired the entire share capital of the company.
At the end of the year Tibard Employee Ownership Trust is the controlling party, an Employee Ownership Trust by virtue of its 100% stake in Tibard Holdings Limited.

Page 43