Company registration number 11577925 (England and Wales)
BRENNAN TRADE HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
BRENNAN TRADE HOLDINGS LIMITED
COMPANY INFORMATION
Directors
P G Brennan
V A Brennan
J Holland
(Appointed 26 September 2024)
Y Holland
(Appointed 26 September 2024)
Secretary
P G Brennan
Company number
11577925
Registered office
Summit
Littleborough
Lancashire
OL15 0LR
Auditor
Mitchell Charlesworth (Audit) Limited
3rd Floor
44 Peter Street
Manchester
M2 5GP
BRENNAN TRADE HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 32
BRENNAN TRADE HOLDINGS 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. Despite price volatility during the year the group has reacted swiftly and has successfully minimised the impact. The group finished the year recording a 2% increase in turnover and and has maintained the level of operating profit.

Principal risks and uncertainties

The most significant risk currently faced by the group is the worldwide economic downturn. The directors continue to work to mitigate the impact of this issue and are pleased to report that the group continues to trade profitably through 2025.

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

The group is very aware of the risks associated in dealing with 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.

Development and future outlooks

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

Financial key performance indicators

The directors consider turnover, gross margin and net cash to 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 group's customer base both in terms of Geography and Sector and consider these to be Key Performance Indicators.

Customers and suppliers

The group 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 group's reputation for high standards of business conduct and ethics. The strong relationships that have been built over many years have helped the group remain strong and profitable through the very trying circumstances of the past few years.

Section 172 Statement

The directors are aware of their responsibilities under the provisions of section 172(1) (a) to (f) Companies Act 2006 and make the following disclosure as required under section 414CZA of the Companies Act 2006.

The directors hold regular and timely discussions to discuss strategic, governance, legal and performance issues and to discuss the results of the group, as well as setting and approving key financial targets and measures, including annual budgets and expenditure on capital investments.

The strategic decisions of the directors are driven by the wider group strategy and pay due regard to the consequences of such decisions in the long-term interests of the stakeholders, the impact of the community and environment in which the group operates, the need to maintain high standards of business conduct and to treat all stakeholders fairly.

BRENNAN TRADE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 2 -

The directors recognise that the implications of their decisions can have a lasting effect on the group's reputation as an employer, a reliable supplier, customer and local stakeholder in the community and strives to ensure that it engages constructively with all parties.

On behalf of the board

J Holland
Director
24 October 2025
BRENNAN TRADE HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
- 3 -

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

Principal activities

The principal activity of the company is that of a holding company. The principal activity of the subsidiaries is the manufacture and supply of specialist textiles.

Results and dividends

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

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

P G Brennan
V A Brennan
J Holland
(Appointed 26 September 2024)
Y Holland
(Appointed 26 September 2024)
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

In fulfilling their duties, the directors always have regard to the interests of the group's employees. The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Energy and carbon report

As the parent company of the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities. Each of the group's subsidiary companies are outside the scope of the requirements to report on energy and carbon.

BRENNAN TRADE HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 4 -
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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

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

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

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

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 auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

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

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

In our opinion the financial statements:

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' 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.

BRENNAN TRADE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BRENNAN TRADE HOLDINGS LIMITED
- 6 -
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 their 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 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' 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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.

BRENNAN TRADE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BRENNAN TRADE HOLDINGS LIMITED
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

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.

BRENNAN TRADE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BRENNAN TRADE HOLDINGS LIMITED
- 8 -
Audit response to risks identified

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.

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
BRENNAN TRADE HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
67,224,399
66,167,432
Cost of sales
(36,598,094)
(35,902,509)
Gross profit
30,626,305
30,264,923
Distribution costs
(2,884,456)
(2,829,084)
Administrative expenses
(12,395,795)
(11,801,895)
Other operating income
72,389
5,040
Operating profit
4
15,418,443
15,638,984
Interest receivable and similar income
28,540
214,575
Interest payable and similar expenses
7
(180,257)
(122,130)
Write off of amount due from related undertakings
(6,000,000)
(6,000,000)
Exceptional items
8
(4,370,289)
(1,822,035)
Profit before taxation
4,896,437
7,909,394
Tax on profit
9
(2,268,856)
(3,332,387)
Profit for the financial year
2,627,581
4,577,007
Other comprehensive income
Currency translation loss arising in the year
(178,834)
-
0
Total comprehensive income for the year
2,448,747
4,577,007
Profit for the financial year is all attributable to the owners of the parent company.
BRENNAN TRADE HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 JANUARY 2025
31 January 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
-
0
2,000
Other intangible assets
10
175
-
0
Total intangible assets
175
2,000
Tangible assets
11
5,917,705
5,278,370
Investment property
12
32,005
34,515
5,949,885
5,314,885
Current assets
Stocks
15
20,022,507
22,997,775
Debtors
16
14,720,934
13,862,228
Cash at bank and in hand
2,258,775
2,740,643
37,002,216
39,600,646
Creditors: amounts falling due within one year
17
(7,467,550)
(11,267,019)
Net current assets
29,534,666
28,333,627
Total assets less current liabilities
35,484,551
33,648,512
Creditors: amounts falling due after more than one year
18
(521,271)
(1,389,580)
Provisions for liabilities
Deferred tax liability
20
639,661
384,060
(639,661)
(384,060)
Net assets
34,323,619
31,874,872
Capital and reserves
Called up share capital
22
24,531,128
24,531,128
Foreign exchange translation reserve
(193,334)
(14,500)
Merger reserve
(24,381,025)
(24,381,025)
Profit and loss reserves
34,366,850
31,739,269
Total equity
34,323,619
31,874,872
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:
24 October 2025
J Holland
Director
Company registration number 11577925 (England and Wales)
BRENNAN TRADE HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 JANUARY 2025
31 January 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
13
24,531,028
24,531,028
Current assets
Debtors
16
3,656,131
3,656,131
Net current assets
3,656,131
3,656,131
Net assets
28,187,159
28,187,159
Capital and reserves
Called up share capital
22
24,531,128
24,531,128
Profit and loss reserves
3,656,031
3,656,031
Total equity
28,187,159
28,187,159

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

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:
24 October 2025
J Holland
Director
Company registration number 11577925 (England and Wales)
BRENNAN TRADE HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025
- 12 -
Share capital
Merger reserve
Foreign exchange translation reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 February 2023
24,531,128
(24,381,025)
(14,500)
27,162,262
27,297,865
Year ended 31 January 2024:
Profit and total comprehensive income
-
-
-
4,577,007
4,577,007
Balance at 31 January 2024
24,531,128
(24,381,025)
(14,500)
31,739,269
31,874,872
Year ended 31 January 2025:
Profit for the year
-
-
-
2,627,581
2,627,581
Other comprehensive income:
Currency translation differences
-
-
(178,834)
-
0
(178,834)
Total comprehensive income
-
-
(178,834)
2,627,581
2,448,747
Balance at 31 January 2025
24,531,128
(24,381,025)
(193,334)
34,366,850
34,323,619
BRENNAN TRADE HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 February 2023
24,531,128
3,656,031
28,187,159
Year ended 31 January 2024:
Profit and total comprehensive income for the year
-
-
-
0
Balance at 31 January 2024
24,531,128
3,656,031
28,187,159
Year ended 31 January 2025:
Profit and total comprehensive income
-
-
-
0
Balance at 31 January 2025
24,531,128
3,656,031
28,187,159
BRENNAN TRADE HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
13,039,874
13,765,918
Income taxes paid
(4,981,614)
(4,346,288)
Net cash inflow from operating activities
8,058,260
9,419,630
Investing activities
Purchase of intangible assets
(175)
-
Purchase of tangible fixed assets
(1,402,687)
(1,291,416)
Proceeds from disposal of tangible fixed assets
-
46,764
Interest received
28,540
214,575
Advances made to related undertakings
(6,000,000)
(6,000,000)
Net cash used in investing activities
(7,374,322)
(7,030,077)
Financing activities
Net movement on invoice discounting
-
(234,533)
Net movement of borrowings
(833,333)
(1,066,620)
Net movement on finance leases
(37,450)
75,472
Interest paid
(180,258)
(122,130)
Net cash used in financing activities
(1,051,041)
(1,347,811)
Net (decrease)/increase in cash and cash equivalents
(367,103)
1,041,742
Cash and cash equivalents at beginning of year
2,740,643
1,698,901
Effect of foreign exchange rates
(150,556)
-
0
Cash and cash equivalents at end of year
2,222,984
2,740,643
Relating to:
Cash at bank and in hand
2,258,775
2,740,643
Bank overdrafts included in creditors payable within one year
(35,791)
-
BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
- 15 -
1
Accounting policies
Company information

Brennan Trade Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Summit, Littleborough, Lancashire, OL15 0LR.

The group consists of Brennan Trade Holdings Limited and all of its subsidiaries.

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. The principal accounting policies adopted are set out below.

The company has taken advantage of the Reduced Financial Reporting Regime, as permitted by FRS 102 regarding the disclosure requirements of Sections 3, 4, 7, 11, 12 and 33 of the standard. The information is included in the consolidated financial statements herein from a group perspective.

1.2
Basis of consolidation

The consolidated financial statements incorporate those of Brennan Trade Holdings Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). The consolidated financial statements have been prepared using merger accounting principles as set out in FRS 102 Section 19 in relation to the business combination of all the subsidiaries.

All intra-group transactions and balances between group companies are eliminated on consolidation.

1.3
Going concern

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

1.4
Turnover

Turnover 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. Turnover is measured at 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

- 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 turnover 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.

1.5
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.

BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 16 -
1.6
Intangible fixed assets - goodwill

Goodwill is the excess of the fair value of the consideration paid for a business over the fair value of the identifiable assets and liabilities acquired.

Goodwill arising on acquisitions is capitalised, and amortised or released to the profit and loss account over its estimated useful life up a maximum of 10 years. Goodwill is reviewed for impairment at the end of the first full financial year following each acquisition and subsequently as and when necessary if circumstances emerge that the carrying value may not be recoverable.

Negative goodwill arises where the fair value of net assets acquired exceeds consideration paid. Negative goodwill arising in respect of tangible assets is released to the profit and loss account to match the depreciation recognised upon those assets. Negative goodwill arising in respect of subsidiary undertakings is released to the profit and loss account over 3 years, which in the opinion of the directors represents the useful economic life of the negative goodwill.

Software
10% straight line
1.7
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.

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

Leasehold land and buildings
20 years
Plant and equipment
3 to 20 years/10%-20% reducing balance
Fixtures and fittings
3 to 15 years
Computer equipment
3 to 10 years
Motor vehicles
4 years

No depreciation is charged in the year of acquisition of new tangible fixed assets.

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.

G ain s or loss es on d isposal s are determined by comparing the proceeds with the carrying amount and are recognised within administrative expenses in the statement of comprehensive income,

1.8
Fixed asset investments

Investments in subsidiaries are valued at cost less provision for impairment.

BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 17 -
1.9
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.
1.10
Stocks

Stocks are valued at the lower of cost and net realisable value, after making 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.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
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 applicable. No element of profit is included in the valuation of work in progress.

1.12
Cash and cash equivalents

Cash at bank and in hand are basic financial assets and include cash in hand and with financial institutions repayable without penalty on notice of not more than 24 hours.

1.13
Financial instruments

The group enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts 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 future cash flows and subsequently at amortised cost 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.

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

1.14
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 subsquently at amortised cost using the effective interest method.
BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 18 -
1.15
Taxation

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

Current tax

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

Deferred tax

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

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
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.

1.17
Retirement benefits

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 the statement of comprehensive income 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.

1.18
Leases

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

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

BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 19 -

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease.

1.19
Foreign exchange

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

1.20

Interest income

Interest income is recognised in the statement of comprehensive income using the effective interest method.

2
Judgements and key sources of estimation uncertainty

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

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

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 group.

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

4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging:
Depreciation of owned tangible fixed assets
673,731
748,571
Loss on disposal of tangible fixed assets
66,363
-
Amortisation of intangible assets
2,000
2,000
Audit fees
52,300
82,060
Fees for non-audit services
31,200
39,279
Operating lease charges
1,345,722
1,373,826
BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 20 -
5
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Production
254
251
-
-
Administrative
84
65
-
-
Total
338
316
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
13,219,766
12,040,390
-
0
-
0
Social security costs
1,086,252
966,039
-
-
Pension costs
305,365
276,971
-
0
-
0
14,611,383
13,283,400
-
0
-
0
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
5,118,245
596,355
Company pension contributions to defined contribution schemes
311,774
1,822,035
5,430,019
2,418,390
The amount in remuneration for qualifying services above includes an exceptional payment of £4,067,796 (2024: £Nil), as in note 8.
The 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 8.
BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
6
Directors' remuneration
(Continued)
- 21 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
1,248,592
442,273
Company pension contributions to defined contribution schemes
105,000
1,822,035

The amount in remuneration for qualifying services for the highest paid director includes an exceptional payment of £1,057,627 (2024: £Nil).

7
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
98,587
79,244
Interest payable to group undertakings
18,975
12,474
117,562
91,718
Other finance costs:
Other interest
62,695
30,412
Total finance costs
180,257
122,130
8
Exceptional item
2025
2024
£
£
Expenditure
Exceptional costs
4,370,289
1,822,035
4,370,289
1,822,035

During the year, individuals serving as directors received one-off contributions to a defined contribution scheme of £302,493 (2024: £1,822,035).

During the year, individuals serving as directors received exceptional wages payments of £4,067,796 (2024: £Nil).

BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 22 -
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
1,579,181
2,965,467
Adjustments in respect of prior periods
(118,070)
(90,338)
Total UK current tax
1,461,111
2,875,129
Foreign current tax on profits for the current period
558,818
642,392
Total current tax
2,019,929
3,517,521
Deferred tax
Origination and reversal of timing differences
248,927
(185,134)
Total tax charge
2,268,856
3,332,387

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
4,896,437
7,909,394
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 24.03%)
1,224,109
1,900,629
Tax effect of expenses that are not deductible in determining taxable profit
1,472,421
1,417,859
Adjustments in respect of prior years
-
0
(90,338)
Effect of change in corporation tax rate
-
(6,585)
Permanent capital allowances in excess of depreciation
(384,159)
-
0
Depreciation on assets not qualifying for tax allowances
168,305
-
Research and development tax credit
(359,268)
-
Effect of overseas tax rates
-
0
110,822
Under/(over) provided in prior years
(118,070)
-
0
Deferred tax adjustments in respect of prior years
248,927
-
0
Disposal of assets
16,591
-
0
Taxation charge
2,268,856
3,332,387
BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 23 -
10
Intangible fixed assets
Group
Goodwill
Negative goodwill
Software
Consolidated goodwill
Total
£
£
£
£
£
Cost
At 1 February 2024
644,676
(1,571,542)
-
0
(1,342,368)
(2,269,234)
Additions
-
0
-
0
175
-
0
175
At 31 January 2025
644,676
(1,571,542)
175
(1,342,368)
(2,269,059)
Amortisation and impairment
At 1 February 2024
642,676
(1,571,542)
-
0
(1,342,368)
(2,271,234)
Amortisation charged for the year
2,000
-
0
-
0
-
0
2,000
At 31 January 2025
644,676
(1,571,542)
-
0
(1,342,368)
(2,269,234)
Carrying amount
At 31 January 2025
-
0
-
0
175
-
0
175
At 31 January 2024
2,000
-
0
-
0
-
0
2,000
The company had no intangible fixed assets at 31 January 2025 or 31 January 2024.

Purchased goodwill arose on the acquisition of the trade and assets of Polycom Limited, Alfred O'Ferguson & Company Limited, Firefly Training Limited and TBA Protective Technologies Limited, together with other historical group reorganisations.

Consolidated goodwill arose on the acquisition of Forthergill Engineered Fabrics Limited and Fothergill Polycom Limited in 2008.

Negative goodwill arose on the acquisition of the business and assets of TBA Textiles Limited in June 2017.

BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 24 -
11
Tangible fixed assets
Group
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 February 2024
-
0
14,625,922
411,537
859,433
633,373
16,530,265
Additions
-
0
879,025
144,025
204,800
174,837
1,402,687
Disposals
-
0
(223,935)
-
0
(34,969)
(45,093)
(303,997)
Transfers
13,507
(13,507)
-
0
-
0
-
0
-
0
Exchange adjustments
-
0
(8,545)
-
0
(5,322)
(34,407)
(48,274)
At 31 January 2025
13,507
15,258,960
555,562
1,023,942
728,710
17,580,681
Depreciation and impairment
At 1 February 2024
-
0
10,049,579
123,762
750,008
328,546
11,251,895
Depreciation charged in the year
85
517,941
42,559
35,709
74,927
671,221
Eliminated in respect of disposals
-
0
(157,572)
-
0
(34,969)
(45,093)
(237,634)
Transfers
9,700
(9,700)
-
0
-
0
-
0
-
0
Exchange adjustments
-
0
(3,534)
(1,174)
(3,060)
(14,738)
(22,506)
At 31 January 2025
9,785
10,396,714
165,147
747,688
343,642
11,662,976
Carrying amount
At 31 January 2025
3,722
4,862,246
390,415
276,254
385,068
5,917,705
At 31 January 2024
-
0
4,576,343
287,775
109,425
304,827
5,278,370
The company had no tangible fixed assets at 31 January 2025 or 31 January 2024.

The motor vehicle disposals all relate to the Australian subsidiary, TBA Textiles Pty Ltd.

BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 25 -
12
Other fixed assets

Other fixed assets comprise of capitalised stamp duty of £32,005 (2024: £34,515) which is depreciated over the lease term of 20 years.

13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
24,531,028
24,531,028
Movements in fixed asset investments
Company
Shares in group undertakings
£
Cost or valuation
At 1 February 2024 and 31 January 2025
24,531,028
Carrying amount
At 31 January 2025
24,531,028
At 31 January 2024
24,531,028
BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 26 -
14
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Alfred O.Ferguson & Company Limited
United Kingdom
Dormant
Ordinary
0
100.00
Brennan Enterprise Limied
United Kingdom
Holding company
Ordinary
100.00
-
Superide Limited
United Kingdom
Dormant
Ordinary
0
100.00
TBA Textiles Pty Ltd
Austrailia
Fire retardant textile wholesaler
Ordinary
0
100.00
Fothergill Coated Fabrics Limited
United Kingdom
Manufacture and supply of specialist textiles
Ordinary
0
100.00
Fothergill Engineered Fabrics Limited
United Kingdom
Manufacture and supply of specialist textiles
Ordinary
0
100.00
Fothergill Polycom Limited
United Kingdom
Manufacture and supply of specialist textiles
Ordinary
0
100.00
Polycom Limited
United Kingdom
Dormant
Ordinary
0
100.00
Firefly Training Limited
United Kingdom
Training provider
Ordinary
0
100.00
TBA Protective Technologies Limited
United Kingdom
Manufacture and supply of specialist textiles
Ordinary
0
100.00
TBA PT Limited
United Kingdom
Dormant
Ordinary
0
100.00
TBA Textiles Austrailia Pty Ltd
Austrailia
Dormant
Ordinary
0
100.00
15
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
9,698,779
11,170,708
-
-
Work in progress
2,135,957
1,675,231
-
-
Finished goods and goods for resale
8,187,771
10,151,836
-
0
-
0
20,022,507
22,997,775
-
-
BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 27 -
16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
11,959,010
12,112,990
-
0
-
0
Unpaid share capital
100
100
100
100
Corporation tax recoverable
1,488,520
-
0
-
0
-
0
Amounts owed by group undertakings
-
-
3,656,031
3,656,031
Other debtors
131,106
442,210
-
0
-
0
Prepayments and accrued income
756,326
934,342
-
0
-
0
14,335,062
13,489,642
3,656,131
3,656,131
Amounts falling due after more than one year:
Amount owed by related parties
283,560
281,197
-
0
-
0
Other debtors
102,312
91,389
-
0
-
0
385,872
372,586
-
-
Total debtors
14,720,934
13,862,228
3,656,131
3,656,131
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
19
869,124
833,333
-
0
-
0
Obligations under finance leases
66,093
45,836
-
0
-
0
Trade creditors
2,662,423
4,640,506
-
0
-
0
Corporation tax payable
-
0
1,479,839
-
0
-
0
Other taxation and social security
917,792
1,129,839
-
-
Other creditors
252,738
224,007
-
0
-
0
Accruals and deferred income
2,699,380
2,913,659
-
0
-
0
7,467,550
11,267,019
-
0
-
0
BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
17
Creditors: amounts falling due within one year
(Continued)
- 28 -

During a prior year, the group 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.

With the exception of the Coronavirus Business Interruption Loan, all bank loans, overdrafts and invoice discounting advances are secured by a fixed and floating charge over all the assets of the group headed by Brennan Trade Holdings Limited.

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 subsidiary company to which the liability relates.

In addition to the above, the Group has provided a cross guarantee and debenture to Barclays Bank PLC and Lombard North Central PLC in respect of certain borrowings of its subsidiary undertakings. At 31 January 2025, the net borrowing encompassed by the cross guarantee, in the favour of Barclays Bank PLC and Lombard North Central PLC, amounted to £nil (2024: £485,467) and £nil (2024: £20,307) respectively,

18
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
19
416,667
1,250,000
-
0
-
0
Obligations under finance leases
81,873
139,580
-
0
-
0
Accruals and deferred income
22,731
-
0
-
0
-
0
521,271
1,389,580
-
-

Security in relation to bank and other borrowings is disclosed in note 16 above.

19
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
1,250,000
2,083,333
-
0
-
0
Bank overdrafts
35,791
-
0
-
0
-
0
1,285,791
2,083,333
-
-
Payable within one year
869,124
833,333
-
0
-
0
Payable after one year
416,667
1,250,000
-
0
-
0
BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 29 -
20
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
1,010,527
759,639
Short term timing differences
(370,866)
(375,579)
639,661
384,060
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 February 2024
384,060
-
Charge to profit or loss
255,601
-
Liability at 31 January 2025
639,661
-
21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
305,365
276,971

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

22
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
of £1 each
24,531,128
24,531,128
24,531,128
24,531,128
BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 30 -
23
Reserves

Profit and loss reserve

The parent company's profit and loss reserve includes a dividend receipt of £3,656,031 which was received as part of a group re-organisation during the year ended 31 January 2023. The group's net assets were unaffected by this re-organisation and accordingly reserves include £3,656,031 which is considered non-distributable by the company.

Merger reserve

The Merger reserve is a non-distributable reserve created following the group re-organisation in December 2018 to recognise the fair value of the investments in subsidiary companies of the group at that date.

Foreign exchange translation reserve

The Foreign exchange translation reserve comprises translation differences arising from that translation of financial statements of the Group's foreign entities into sterling (£).

24
Operating lease commitments
Lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
1,028,293
1,329,782
-
-
Between two and five years
3,888,391
5,124,092
-
-
In over five years
9,297,425
12,508,678
-
-
14,214,109
18,962,552
-
-
25
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2025
2024
2025
2024
£
£
£
£
Acquisition of tangible fixed assets
20,000
-
-
-

At 31 January 2025, the group had contracted to make a final payment towards an automatic bagging machine amounting to £20,000 (2024: £nil).

BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 31 -
26
Related party transactions

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.

During the year, Brennan Commercial Properties Limited, a company related by common control of P G Brennan until 24 September 2024, charged rental fees of £648,683 (2024: £967,351). No amount was outstanding at the balance sheet date (2024: £Nil).

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 (2024: £40,000) of which £nil (2024: £nil) was due by the group at the balance sheet date.

During the year the group provided a loan of £6,000,000 (2024: £6,000,000) to Brennan Property Holdings Limited, a company related by common control of P G Brennan until 24 September 2024, which was written off in full during the year. As at the balance sheet date the amount owed by Brennan Property Holdings Limited was £nil (2024: £nil).

At the balance sheet date, the company had loaned £283,560 (2024: £281,197) to family members of P G Brennan. The amount is included within other debtors due in more than one year. An interest rate of 2.25% (2024: 2.00%) is charged on the loan, during the year £2,363 (2024: £5,155) was charged in the year.

27
Controlling party

The ultimate controlling party was P G Brennan by virtue of his ownership of 100% of the issued share capital of the company until 24 September 2024. As of 24 September 2024, the ultimate controlling party is Y Holland.

28
Cash generated from group operations
2025
2024
£
£
Profit for the year after tax
2,627,582
4,577,012
Adjustments for:
Taxation charged
2,268,856
3,332,387
Finance costs
180,257
122,130
Interest received
(28,540)
(214,575)
Loss on disposal of tangible fixed assets
66,363
-
Amortisation and impairment of intangible assets
2,000
2,000
Depreciation and impairment of tangible fixed assets
671,221
748,571
Impairment of tangible fixed assets
-
40,221
Write off of amounts due from related undertakings
6,000,000
6,000,000
Movements in working capital:
Decrease/(increase) in stocks
2,975,268
(1,416,299)
Decrease in debtors
629,814
90,064
(Decrease)/increase in creditors
(2,352,947)
484,407
Cash generated from operations
13,039,874
13,765,918
BRENNAN TRADE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 32 -
29
Analysis of changes in net funds - group
1 February 2024
Cash flows
Exchange rate movements
31 January 2025
£
£
£
£
Cash at bank and in hand
2,740,643
(331,312)
(150,556)
2,258,775
Bank overdrafts
-
0
(35,791)
-
(35,791)
2,740,643
(367,103)
(150,556)
2,222,984
Borrowings excluding overdrafts
(2,083,333)
833,333
-
(1,250,000)
Obligations under finance leases
(185,416)
37,450
-
(147,966)
471,894
503,680
(150,556)
825,018
2025-01-31 2024-02-01 false false CCH Software CCH Accounts Production 2025.200 Ms D Gould V A Brennan J Holland Y Holland Y Holland P G Brennan false 11577925 bus:Consolidated 2024-02-01 2025-01-31 11577925 2024-02-01 2025-01-31 11577925 bus:CompanySecretaryDirector1 2024-02-01 2025-01-31 11577925 bus:Director2 2024-02-01 2025-01-31 11577925 bus:Director3 2024-02-01 2025-01-31 11577925 bus:Director4 2024-02-01 2025-01-31 11577925 bus:CompanySecretary1 2024-02-01 2025-01-31 11577925 bus:Director1 2024-02-01 2025-01-31 11577925 bus:Director5 2024-02-01 2025-01-31 11577925 bus:RegisteredOffice 2024-02-01 2025-01-31 11577925 2025-01-31 11577925 bus:Consolidated 2023-02-01 2024-01-31 11577925 bus:Consolidated 1 2024-02-01 2025-01-31 11577925 bus:Consolidated 1 2023-02-01 2024-01-31 11577925 2023-02-01 2024-01-31 11577925 core:ForeignCurrencyTranslationReserve bus:Consolidated 2024-02-01 2025-01-31 11577925 core:ForeignCurrencyTranslationReserve bus:Consolidated 2023-02-01 2024-01-31 11577925 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2024-02-01 2025-01-31 11577925 bus:Consolidated 2025-01-31 11577925 core:Goodwill bus:Consolidated 2025-01-31 11577925 core:Goodwill bus:Consolidated 2024-01-31 11577925 core:OtherResidualIntangibleAssets bus:Consolidated 2025-01-31 11577925 core:OtherResidualIntangibleAssets bus:Consolidated 2024-01-31 11577925 core:NegativeGoodwill bus:Consolidated 2025-01-31 11577925 core:ComputerSoftware bus:Consolidated 2025-01-31 11577925 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill bus:Consolidated 2025-01-31 11577925 core:NegativeGoodwill bus:Consolidated 2024-01-31 11577925 core:ComputerSoftware bus:Consolidated 2024-01-31 11577925 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill bus:Consolidated 2024-01-31 11577925 bus:Consolidated 2024-01-31 11577925 core:LandBuildings core:LeasedAssetsHeldAsLessee bus:Consolidated 2025-01-31 11577925 core:PlantMachinery bus:Consolidated 2025-01-31 11577925 core:FurnitureFittings bus:Consolidated 2025-01-31 11577925 core:ComputerEquipment bus:Consolidated 2025-01-31 11577925 core:MotorVehicles bus:Consolidated 2025-01-31 11577925 core:LandBuildings core:LeasedAssetsHeldAsLessee bus:Consolidated 2024-01-31 11577925 core:PlantMachinery bus:Consolidated 2024-01-31 11577925 core:FurnitureFittings bus:Consolidated 2024-01-31 11577925 core:ComputerEquipment bus:Consolidated 2024-01-31 11577925 core:MotorVehicles bus:Consolidated 2024-01-31 11577925 2024-01-31 11577925 core:ShareCapital bus:Consolidated 2025-01-31 11577925 core:ShareCapital bus:Consolidated 2024-01-31 11577925 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2025-01-31 11577925 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2024-01-31 11577925 core:ShareCapital 2025-01-31 11577925 core:ShareCapital 2024-01-31 11577925 core:RetainedEarningsAccumulatedLosses 2025-01-31 11577925 core:RetainedEarningsAccumulatedLosses 2024-01-31 11577925 core:ShareCapital bus:Consolidated 2023-01-31 11577925 core:ForeignCurrencyTranslationReserve bus:Consolidated 2023-01-31 11577925 2023-01-31 11577925 core:ForeignCurrencyTranslationReserve bus:Consolidated 2024-01-31 11577925 core:ForeignCurrencyTranslationReserve bus:Consolidated 2025-01-31 11577925 core:ShareCapital 2023-01-31 11577925 core:RetainedEarningsAccumulatedLosses 2023-01-31 11577925 core:Goodwill 2024-02-01 2025-01-31 11577925 core:ComputerSoftware 2024-02-01 2025-01-31 11577925 core:LandBuildings core:LongLeaseholdAssets 2024-02-01 2025-01-31 11577925 core:PlantMachinery 2024-02-01 2025-01-31 11577925 core:FurnitureFittings 2024-02-01 2025-01-31 11577925 core:ComputerEquipment 2024-02-01 2025-01-31 11577925 core:MotorVehicles 2024-02-01 2025-01-31 11577925 core:UKTax bus:Consolidated 2024-02-01 2025-01-31 11577925 core:UKTax bus:Consolidated 2023-02-01 2024-01-31 11577925 core:ForeignTax bus:Consolidated 2024-02-01 2025-01-31 11577925 core:ForeignTax bus:Consolidated 2023-02-01 2024-01-31 11577925 3 2024-02-01 2025-01-31 11577925 bus:Consolidated 2 2024-02-01 2025-01-31 11577925 bus:Consolidated 2 2023-02-01 2024-01-31 11577925 core:Goodwill bus:Consolidated 2024-01-31 11577925 core:NegativeGoodwill bus:Consolidated 2024-01-31 11577925 core:ComputerSoftware bus:Consolidated 2024-01-31 11577925 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill bus:Consolidated 2024-01-31 11577925 bus:Consolidated 2024-01-31 11577925 core:Goodwill core:ExternallyAcquiredIntangibleAssets bus:Consolidated 2024-02-01 2025-01-31 11577925 core:NegativeGoodwill core:ExternallyAcquiredIntangibleAssets bus:Consolidated 2024-02-01 2025-01-31 11577925 core:ComputerSoftware core:ExternallyAcquiredIntangibleAssets bus:Consolidated 2024-02-01 2025-01-31 11577925 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill core:ExternallyAcquiredIntangibleAssets bus:Consolidated 2024-02-01 2025-01-31 11577925 core:ExternallyAcquiredIntangibleAssets bus:Consolidated 2024-02-01 2025-01-31 11577925 core:Goodwill bus:Consolidated 2024-02-01 2025-01-31 11577925 core:NegativeGoodwill bus:Consolidated 2024-02-01 2025-01-31 11577925 core:ComputerSoftware bus:Consolidated 2024-02-01 2025-01-31 11577925 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill bus:Consolidated 2024-02-01 2025-01-31 11577925 core:LandBuildings core:LeasedAssetsHeldAsLessee bus:Consolidated 2024-01-31 11577925 core:PlantMachinery bus:Consolidated 2024-01-31 11577925 core:FurnitureFittings bus:Consolidated 2024-01-31 11577925 core:ComputerEquipment bus:Consolidated 2024-01-31 11577925 core:MotorVehicles bus:Consolidated 2024-01-31 11577925 core:LandBuildings core:LeasedAssetsHeldAsLessee bus:Consolidated 2024-02-01 2025-01-31 11577925 core:PlantMachinery bus:Consolidated 2024-02-01 2025-01-31 11577925 core:FurnitureFittings bus:Consolidated 2024-02-01 2025-01-31 11577925 core:ComputerEquipment bus:Consolidated 2024-02-01 2025-01-31 11577925 core:MotorVehicles bus:Consolidated 2024-02-01 2025-01-31 11577925 core:Subsidiary1 2024-02-01 2025-01-31 11577925 core:Subsidiary2 2024-02-01 2025-01-31 11577925 core:Subsidiary3 2024-02-01 2025-01-31 11577925 core:Subsidiary4 2024-02-01 2025-01-31 11577925 core:Subsidiary5 2024-02-01 2025-01-31 11577925 core:Subsidiary6 2024-02-01 2025-01-31 11577925 core:Subsidiary7 2024-02-01 2025-01-31 11577925 core:Subsidiary8 2024-02-01 2025-01-31 11577925 core:Subsidiary9 2024-02-01 2025-01-31 11577925 core:Subsidiary10 2024-02-01 2025-01-31 11577925 core:Subsidiary11 2024-02-01 2025-01-31 11577925 core:Subsidiary12 2024-02-01 2025-01-31 11577925 core:Subsidiary1 1 2024-02-01 2025-01-31 11577925 core:Subsidiary2 2 2024-02-01 2025-01-31 11577925 core:Subsidiary3 3 2024-02-01 2025-01-31 11577925 core:Subsidiary4 4 2024-02-01 2025-01-31 11577925 core:Subsidiary5 5 2024-02-01 2025-01-31 11577925 core:Subsidiary6 6 2024-02-01 2025-01-31 11577925 core:Subsidiary7 7 2024-02-01 2025-01-31 11577925 core:Subsidiary8 8 2024-02-01 2025-01-31 11577925 core:Subsidiary9 9 2024-02-01 2025-01-31 11577925 core:Subsidiary10 10 2024-02-01 2025-01-31 11577925 core:Subsidiary11 11 2024-02-01 2025-01-31 11577925 core:Subsidiary12 12 2024-02-01 2025-01-31 11577925 core:CurrentFinancialInstruments bus:Consolidated 2025-01-31 11577925 core:CurrentFinancialInstruments bus:Consolidated 2024-01-31 11577925 core:CurrentFinancialInstruments 2025-01-31 11577925 core:CurrentFinancialInstruments 2024-01-31 11577925 core:Non-currentFinancialInstruments bus:Consolidated 2025-01-31 11577925 core:Non-currentFinancialInstruments bus:Consolidated 2024-01-31 11577925 core:Non-currentFinancialInstruments 2025-01-31 11577925 core:Non-currentFinancialInstruments 2024-01-31 11577925 core:WithinOneYear bus:Consolidated 2025-01-31 11577925 core:WithinOneYear bus:Consolidated 2024-01-31 11577925 core:CurrentFinancialInstruments core:WithinOneYear 2025-01-31 11577925 core:CurrentFinancialInstruments core:WithinOneYear 2024-01-31 11577925 core:Non-currentFinancialInstruments core:AfterOneYear bus:Consolidated 2025-01-31 11577925 core:Non-currentFinancialInstruments core:AfterOneYear bus:Consolidated 2024-01-31 11577925 core:Non-currentFinancialInstruments core:AfterOneYear 2025-01-31 11577925 core:Non-currentFinancialInstruments core:AfterOneYear 2024-01-31 11577925 core:CurrentFinancialInstruments core:WithinOneYear bus:Consolidated 2025-01-31 11577925 core:CurrentFinancialInstruments core:WithinOneYear bus:Consolidated 2024-01-31 11577925 bus:PrivateLimitedCompanyLtd 2024-02-01 2025-01-31 11577925 bus:FRS102 2024-02-01 2025-01-31 11577925 bus:Audited 2024-02-01 2025-01-31 11577925 bus:ConsolidatedGroupCompanyAccounts 2024-02-01 2025-01-31 11577925 bus:FullAccounts 2024-02-01 2025-01-31 xbrli:pure xbrli:shares iso4217:GBP