Company registration number 02986454 (England and Wales)
FOTHERGILL ENGINEERED FABRICS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
FOTHERGILL ENGINEERED FABRICS LIMITED
COMPANY INFORMATION
Directors
J Holland
(Appointed 26 September 2024)
Y Holland
(Appointed 26 September 2024)
C M Lamb
N A Midani
T Hopson
A Brennan
(Appointed 30 November 2024)
M Brennan
(Appointed 30 November 2024)
Company number
02986454
Registered office
Summit
Littleborough
Lancashire
OL15 0LR
Auditor
Mitchell Charlesworth (Audit) Limited
3rd Floor
44 Peter Street
Manchester
M2 5GP
FOTHERGILL ENGINEERED FABRICS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 24
FOTHERGILL ENGINEERED FABRICS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
- 1 -

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

Business review

The directors are pleased with the results in what is always a challenging environment.

Developments and future outlook

The company will continue to focus on growth through investment in innovation, research, product development and quality control. The company will also continue to focus on improvements in operational excellence, efficiencies and cost reduction. The directors believe that continued focus on these areas will ensure continued success for the company.

Principal risks and uncertainties

The most significant risk currently faced by the company is the worldwide economic downturn. The directors continue to work to mitigate the impact of this issue and are pleased to report that the company continues to trade profitably through 202 5.

The directors believe that the development of n e w products represents a significant factor in offsetting the commercial risks in its current markets. The company will continue to look to develop new markets to help offset any slowdown in growth opportunities in its traditional areas.

The company is very aware of the risks associated in dealing in international markets and takes appropriate steps to hedge currency exposures. It also aims to develop long term relationships with suppliers whilst at the same time being prepared to look for suitable alternatives.

Customers and suppliers

The company has always worked to foster good relationships with its customers and suppliers. One of the main ways that this is achieved is through all directors and employees working to maintain the company's reputation for high standards of business conduct and ethics. The strong relationships that have been built over many years have helped the company remain strong and profitable through the very trying circumstances of the past few years.

Financial key performance indicators

The directors consider turnover, gross margin and net cash t o be key performance indicators. These are watched closely and action is taken where the directors believe there is a risk that these may be affected by future events.

Other key performance indicators

The directors monitor the diversification of the company's customer base both in terms of Geography and Sector and consider these to be Key Performance Indicators.

On behalf of the board

J Holland
Director
24 October 2025
FOTHERGILL ENGINEERED FABRICS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
- 2 -

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

Principal activities

The principal activity of the company continued to be that of the manufacture and supply of specialist textiles.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £1,000,000. The directors do not recommend payment of a final dividend.

Directors

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

J Holland
(Appointed 26 September 2024)
Y Holland
(Appointed 26 September 2024)
C M Lamb
N A Midani
T Hopson
P G Brennan
(Retired 26 September 2024)
V A Brennan
(Retired 26 September 2024)
A Brennan
(Appointed 30 November 2024)
M Brennan
(Appointed 30 November 2024)
Financial instruments
Financial risk management objectives and policies

The company holds or issues financial instruments in order to achieve three main objectives, being:

(a) to finance its operations;

(b) to manage its exposure to interest and currency risks arising from its operations and from its sources of finance: and

(c) for trading purposes.

In addition, various financial instruments (e.g. trade debtors, trade creditors) arise directly from the company's operations. Transactions in financial instruments result in the company assuming or transferring to another party one or more of the financial risks described below.

Liquidity risk

The company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.

Interest rate risk

The company is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on bank overdrafts and loans.

FOTHERGILL ENGINEERED FABRICS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 3 -
Foreign currency risk

The company's principal foreign currency exposures arise from trading with overseas companies. The company policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling.

Credit risk

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are reviewed on a regular basis and provision is made for doubtful debts when necessary.

Auditor

Mitchell Charlesworth (Audit) Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

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

- select suitable accounting policies and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

T he company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

Statement of disclosure to auditor

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 company’s auditor 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 company’s auditor is aware of that information.

FOTHERGILL ENGINEERED FABRICS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 4 -
Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
J Holland
Director
24 October 2025
FOTHERGILL ENGINEERED FABRICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FOTHERGILL ENGINEERED FABRICS LIMITED
- 5 -
Opinion

We have audited the financial statements of Fothergill Engineered Fabrics Limited (the 'company') for the year ended 31 January 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 January 2025 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

FOTHERGILL ENGINEERED FABRICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FOTHERGILL ENGINEERED FABRICS LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities

In identifying and assessing 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, control environment and business performance;

- the company's own assessment of the risks that irregularities may occur either as a result of fraud or error;

- the results of our enquiries of management and members of the Board of Directors of their own identification and assessment of the risks of irregularities;

- any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

FOTHERGILL ENGINEERED FABRICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FOTHERGILL ENGINEERED FABRICS LIMITED (CONTINUED)
- 7 -

As a result of these procedures, we considered the opportunities and incentives that may exist within the company for fraud and identified the greatest potential for fraud in the following area: t he timing of the recognition of revenue.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local taxation legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These included Data Protection Regulations.

As a result of performing the above, we identified the timing of the recognition of revenue as the key audit matter related to the p otential risk of fraud.

In addition to the above, our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations described above as having a d irect effect on the f inancial s tatements;

- enquiring of management and members of the Board of Directors concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reading minutes of meetings of those charged with governance and reviewing correspondence with relevant authorities where matters identified were significant; and

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; 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.

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.

FOTHERGILL ENGINEERED FABRICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FOTHERGILL ENGINEERED FABRICS LIMITED (CONTINUED)
- 8 -

Use of our report

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

Alison Buckley (Senior Statutory Auditor)
For and on behalf of Mitchell Charlesworth (Audit) Limited, Statutory Auditor
Accountants
3rd Floor
44 Peter Street
Manchester
M2 5GP
24 October 2025
FOTHERGILL ENGINEERED FABRICS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
19,064,194
22,129,922
Cost of sales
(13,013,273)
(14,737,814)
Gross profit
6,050,921
7,392,108
Distribution costs
(756,376)
(734,735)
Administrative expenses
(1,386,322)
(1,061,471)
Operating profit
5
3,908,223
5,595,902
Interest receivable and similar income
8
124,704
75,514
Interest payable and similar expenses
9
(226,849)
(177,152)
Exceptional item
4
(1,070,289)
(1,822,035)
Profit before taxation
2,735,789
3,672,229
Tax on profit
10
(625,616)
(786,132)
Profit for the financial year
2,110,173
2,886,097

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

FOTHERGILL ENGINEERED FABRICS LIMITED
BALANCE SHEET
AS AT
31 JANUARY 2025
31 January 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
13
801,493
633,541
Current assets
Stocks
14
4,632,068
5,631,788
Debtors
15
8,757,585
7,190,757
Cash at bank and in hand
1,036,848
1,179,513
14,426,501
14,002,058
Creditors: amounts falling due within one year
16
(7,421,389)
(7,105,834)
Net current assets
7,005,112
6,896,224
Total assets less current liabilities
7,806,605
7,529,765
Creditors: amounts falling due after more than one year
17
(416,667)
(1,250,000)
Net assets
7,389,938
6,279,765
Capital and reserves
Called up share capital
21
910
910
Profit and loss reserves
7,389,028
6,278,855
Total equity
7,389,938
6,279,765

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 24 October 2025 and are signed on its behalf by:
J Holland
Director
Company registration number 02986454 (England and Wales)
FOTHERGILL ENGINEERED FABRICS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 February 2023
910
3,392,758
3,393,668
Year ended 31 January 2024:
Profit and total comprehensive income
-
2,886,097
2,886,097
Balance at 31 January 2024
910
6,278,855
6,279,765
Year ended 31 January 2025:
Profit and total comprehensive income
-
2,110,173
2,110,173
Dividends
11
-
(1,000,000)
(1,000,000)
Balance at 31 January 2025
910
7,389,028
7,389,938
FOTHERGILL ENGINEERED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
- 12 -
1
Accounting policies
Company information

Fothergill Engineered Fabrics Limited is a private company limited by shares incorporated in England and Wales. The registered office is Summit, Littleborough, Lancashire, OL15 0LR.

1.1
Accounting convention

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 a mounts in these financial statements are rounded to the nearest £.

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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;true

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues true: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Secti on 26 ‘Share based Payment’true: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’true: Compensation for key management personnel.

This information is included in the consolidated financial statements of Brennan Trade Holdings Limited as at 31 January 2025 and these financial statements may be obtained from Companies House, Crown Way, Maindy, Cardiff, CF4 3UZ.

1.2
Going concern

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

1.3
Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

FOTHERGILL ENGINEERED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 13 -

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

- the company has transferred the significant risks and rewards of ownership to the buyer;

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

- the amount of turnover can be measured reliably;

- it is probable that the company will receive the consideration due under the transaction; and

- the costs incurred in respect of the transaction can be measured reliably.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Tangible fixed assets

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

The company 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 company. 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 recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
3 - 10 years
Computers
3 - 5 years
Motor vehicles
4 years

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.

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

No depreciation is charged on assets in the year of purchase.

1.6
Impairment of fixed assets

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

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

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

FOTHERGILL ENGINEERED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 14 -
1.7
Stocks

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

The cost of finished goods comprises raw materials, direct labour, other direct costs and related production overheads.

Work in progress

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

1.8
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.
1.9
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.

1.10
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.
1.11
Financial instruments

The company enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other receivable and payable, loans from banks and other third parties and loans to related parties.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.

1.12
Taxation

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

Current tax

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit or loss account, except that a charge is 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 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 operates and generates income.

FOTHERGILL ENGINEERED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 15 -
Deferred tax

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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

1.13
Employee benefits

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

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

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

1.14
Retirement benefits

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

The contributions are recognised as an expense in the profit and loss account 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 company in independently administered funds.

1.15
Leases
As lessee

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

1.16
Foreign exchange

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,

All foreign exchange gains and losses are presented in the profit and loss account within 'administrative expenses'.

FOTHERGILL ENGINEERED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 16 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Stock provisions are recognised where there are indicators of recoverable value being lower than cost. In establishing the level of provision required, management consider discontinued lines, and slow moving or obsolete stock from the stock system.

3
Turnover

An analysis of turnover by geographical market has not been prepared as the directors believe it would be seriously prejudicial to the commercial interests of the company.

All turnover and profits are derived from the company's principal activity.

4
Exceptional item
2025
2024
£
£
Expenditure
Exceptional cost
1,070,289
1,822,035

During the year, individuals serving as directors received exceptional wages payments of £767,796 (2024: £Nil).

Also d uring the year, a member of directors and key management personnel received one-off contributions to a defined contribution scheme of £302,493 (202 4: £1,822,035).

5
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
167,442
(4,381)
Auditor's remuneration
13,350
22,000
Depreciation of owned tangible fixed assets
95,543
191,701
Impairment of owned tangible fixed assets
-
0
40,221
Operating lease charges
227,848
239,404
FOTHERGILL ENGINEERED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 17 -
6
Employees

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

2025
2024
Number
Number
Production
88
87
Administration
26
23
Total
114
110

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
4,320,235
4,212,377
Social security costs
448,574
431,770
Pension costs
125,422
104,257
4,894,231
4,748,404
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
1,651,754
1,012,817
Company pension contributions to defined contribution schemes
310,334
1,831,125
1,962,088
2,843,942

The amount in remuneration for qualifying services above includes an exceptional payment of £767,796 (2024: £Nil), as in note 4.

T he amounts paid to the company pension contributions to defined contribution schemes above includes a one off contribution payment of £302,493 (2024 - £1,822,035) as noted in note 4.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 4).

FOTHERGILL ENGINEERED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
7
Directors' remuneration
(Continued)
- 18 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
390,592
334,877
Company pension contributions to defined contribution schemes
-
1,822,035

The amount in remuneration for qualifying services for the highest paid director includes an exceptional payment of £199,627 (2024: £Nil).

8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest receivable from group companies
124,704
75,514
9
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
98,587
79,242
Interest payable to group undertakings
128,262
93,801
Other interest
-
0
4,109
226,849
177,152
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
440,099
1,170,082
Adjustments in respect of prior periods
(4,418)
(90,502)
Total current tax
435,681
1,079,580
Deferred tax
Origination and reversal of timing differences
189,935
(293,448)
Total tax charge
625,616
786,132
FOTHERGILL ENGINEERED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
10
Taxation
(Continued)
- 19 -

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

2025
2024
£
£
Profit before taxation
2,735,789
3,672,229
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 24.03%)
683,947
882,437
Tax effect of expenses that are not deductible in determining taxable profit
(130,496)
4,632
Effect of change in corporation tax rate
-
0
(11,385)
Permanent capital allowances in excess of depreciation
(76,672)
-
0
Depreciation on assets not qualifying for tax allowances
23,886
950
Research and development tax credit
(60,566)
-
0
Under/(over) provided in prior years
(4,418)
(90,502)
Deferred tax adjustments in respect of prior years
189,935
-
0
Taxation charge for the year
625,616
786,132
11
Dividends
2025
2024
£
£
Interim paid
1,000,000
-
0
12
Impairments

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

2025
2024
Notes
£
£
In respect of:
Motor vehicles
13
-
0
40,221
Recognised in:
Administrative expenses
-
40,221
FOTHERGILL ENGINEERED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 20 -
13
Tangible fixed assets
Plant and equipment
Computers
Motor vehicles
Total
£
£
£
£
Cost
At 1 February 2024
5,882,175
446,230
46,137
6,374,542
Additions
172,800
90,695
-
0
263,495
At 31 January 2025
6,054,975
536,925
46,137
6,638,037
Depreciation and impairment
At 1 February 2024
5,299,014
395,850
46,137
5,741,001
Depreciation charged in the year
80,066
15,477
-
0
95,543
At 31 January 2025
5,379,080
411,327
46,137
5,836,544
Carrying amount
At 31 January 2025
675,895
125,598
-
0
801,493
At 31 January 2024
583,161
50,380
-
0
633,541
14
Stocks
2025
2024
£
£
Raw materials and consumables
1,337,478
1,856,264
Work in progress
1,198,897
946,178
Finished goods and goods for resale
2,095,693
2,829,346
4,632,068
5,631,788
FOTHERGILL ENGINEERED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 21 -
15
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
2,381,743
3,273,483
Corporation tax recoverable
429,449
-
0
Amounts owed by group undertakings
5,057,662
2,912,216
Other debtors
14,987
680
Prepayments and accrued income
386,747
340,732
8,270,588
6,527,111
Deferred tax asset (note 19)
101,125
291,060
8,371,713
6,818,171
2025
2024
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
283,560
281,197
Other debtors
102,312
91,389
385,872
372,586
Total debtors
8,757,585
7,190,757
16
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans and overdrafts
18
869,124
833,333
Trade creditors
980,243
1,678,113
Amounts owed to group undertakings
4,225,361
2,729,741
Corporation tax
-
0
595,297
Other taxation and social security
332,766
147,064
Other creditors
59,311
143,337
Accruals and deferred income
954,584
978,949
7,421,389
7,105,834

Invoice discounting advances are secured against trade debtors and by a mortgage debenture dated 31 August 2010 incorporating a fixed and floating charge over all the assets of the company.

Obligations under finance lease agreements are secured upon the assets to which they relate.

During the year ended January 2021, the company entered into a Coronavirus Business Interruption Loan which will be repaid in full by July 2026. Interest is charged at fixed rate of 2.70% per annum on the loan.

FOTHERGILL ENGINEERED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 22 -
17
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
18
416,667
1,250,000

During the year ended January 2021, the company entered into a Coronavirus Business Interruption Loan which will be repaid in full by July 2026. Interest is charged at fixed rate of 2.70% per annum on the loan.

18
Loans and overdrafts
2025
2024
£
£
Bank loans
1,250,000
2,083,333
Bank overdrafts
35,791
-
0
1,285,791
2,083,333
Payable within one year
869,124
833,333
Payable after one year
416,667
1,250,000

The Coronavirus Business Interruption Loan is due to be repaid in quarterly instalments of £208,333 which commenced in July 2020 with the final repayment due in July 2026. Interest is charged between 2.70% and 3.11% per annum.

19
Deferred taxation

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

Assets
Assets
2025
2024
Balances:
£
£
Accelerated capital allowances
(109,894)
(57,108)
Short-term timing differences
211,019
348,168
101,125
291,060
2025
Movements in the year:
£
Asset at 1 February 2024
(291,060)
Charge to profit or loss
189,935
Asset at 31 January 2025
(101,125)
FOTHERGILL ENGINEERED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 23 -
20
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
125,422
104,257

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The pension cost charge above represents contributions payable by the company to the fund. Contributions totalling £4,539 (2024: £23,690) were payable to the fund at the balance sheet date and are included within accruals.

In addition to the above charge, in 2024 a one off payment was made as described in note 4.

21
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
9,100
9,100
910
910
22
Contingent liabilities

The company is party to unlimited cross guarantees, in favour of Barclays Bank PLC and Lombard North Central PLC, in respect of certain borrowings of all companies in the group headed by Brennan Enterprise Limited. At 31 January 202 5, the net borrowing encompassed by the cross guarantee, in favour of Barclays Bank PLC and Lombard North Central PLC, amounted to £nil (202 4: £485,467) and £nil (202 4: £20,307) respectively.

23
Operating lease commitments
As lessee

At the reporting date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, including the leases of the premises at which the company is based (£168,000 per annum expiring in 2038), which fall due as follows:

2025
2024
£
£
Within 1 year
232,444
233,036
Years 2-5
708,617
743,459
After 5 years
1,484,414
1,652,000
2,425,475
2,628,495
FOTHERGILL ENGINEERED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 24 -
24
Related party transactions
Transactions with related parties

In preparing these financial statements, advantage has been taken of the provision under Financial Reporting Standard 102 which states that disclosure is not required of transactions with entities that are part of the group, as the consolidated financial statements in which the company is included are publicly available.

2025
2024
Amounts owed (to)/from related parties
£
£
Fothergill Polycom Limited
4,773,844
2,866,747
TBA Protective Techologies Limited
255,822
(55,224)
TBA Textiles Pty Ltd
27,996
26,611
Fothergill Coated Fabrics Limited
(4,225,361)
(2,655,659)
Other information

During the year, Brennan Properties Limited, a company related by common control of P G Brennan until 24 September 2024, charged rental fees of £26,667 (202 4: £40,000) of which £nil (202 4: £nil) was due by the company at the balance sheet date.

Also during the year, Brennan Commercial Properties Limited, a company related by common control of P G Brennan until 24 September 2024, charged the company rental fees of £1 12,000 (2024: £168,000) of which £nil (2024: £nil) was due by the company at the balance sheet date.

At the balance sheet date, the company had loaned £283,560 (202 4: £28 1,197) to director J Holland. The amount is included within other debtors due in more than one year. An interest rate of 2.25% is charged on the loan and during the year £2,363 (202 4: £5,155) of interest was charged.

25
Ultimate controlling party

The company is a wholly owned subsidiary of Brennan Enterprise Limited, a company incorporated in England and Wales.

The ultimate controlling party of Brennan Enterprise Limited was P G Brennan until 24 September 2024. As of 24 September 2024, the ultimate controlling party is Y Holland.

The largest group in which the results are consolidated is that headed by Brennan Trade Holdings Limited. The consolidated financial statements of the group are available to the public and may be obtained from the Registrar of Companies, Companies House, Crown Way, Maindy, Cardiff, CF4 3UZ.

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