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Frugi Limited
Annual Report and Financial Statements
Period from 29 January 2024 to 26 January 2025

Registration number: 11953610

Frugi Limited

Contents

Company Information | 1
Directors' Report | 2 to 4
Statement of Directors' Responsibilities | 5
Independent Auditor's Report | 6 to 9
Income Statement | 10
Statement of Comprehensive Income | 11
Statement of Financial Position | 12 to 13
Statement of Changes in Equity | 14
Notes to the Financial Statements | 15 to 27

Frugi Limited

Company Information

Directors | Mr B L M Barnett Mr H T Bergs Ms J L Bolton Ms K-M Button Ms A Fadeeva Mr S G Mackenzie Mr T Sarucan Mrs K A Whitworth Mr N R Whitworth Mr J Williams

Registered office | Units 2 & 2a Indian Queens Industrial Estate Indian Queens St Columb Cornwall TR9 6TF

Auditors | PKF Francis Clark Statutory AuditorUnit 18, 23 Melville Building East Royal William Yard Plymouth Devon PL1 3GW

Frugi Limited

Directors' Report for the Period from 29 January 2024 to 26 January 2025

The Directors present their report and the financial statements for the period from 29 January 2024 to 26 January 2025.

Directors' of the Company

The Directors, who held office during the period, were as follows:

Mr B L M Barnett

Mr H T Bergs

Ms J L Bolton

Ms K-M Button

Ms A Fadeeva

Mr S G Mackenzie

Mr T Sarucan (appointed 30 January 2024)

Mrs K A Whitworth

Mr N R Whitworth

Mr J Williams

Principal activity

The principal activity of the Company is the sale of ethical and organic children's clothing. The Company operates in a multi-channel environment, with sales coming from the Company's own website, wholesale partner websites and physical locations and concession partner websites, including John Lewis, Next and Marks & Spencer.

Dividends
The Directors do not recommend the payment of a dividend (2024: £Nil). The profit for the period will be taken to reserves.
Political contributions
The Company made no political donations or incurred no political expenditure during the period (2024: £Nil).
Charitable donations
During the period the Company made no significant charitable donations (2024: £Nil)

Going concern

The Directors have carefully considered the Company’s financial position, liquidity and future cash-flow requirements of the Company. Accordingly based on the forecasts the Directors have prepared for the Company and Group, they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and they believe it is appropriate to apply the going concern basis of accounting in preparing the financial statements.
The Company is profitable and has been in a net overall and net current assets position throughout the financial year.
The Group remain profitable as a whole and there has been reassurances received from the Directors of the Group companies that support would be forthcoming if needed by the Company.

Frugi Limited

Directors' Report for the Period from 29 January 2024 to 26 January 2025

Financial instruments
The Company has a normal level of exposure to foreign exchange, credit, liquidity and cash flow interest rate risk that arise from trading activities which are conducted mainly in Sterling. Foreign currency transactions are not currently covered by foreign currency contracts as the board do not deem it necessary to minimise exposure to exchange rate volatility at the current time. There is low exposure to interest rate risk as the Company has no external borrowings at the current time and internal borrowings are at a fixed interest rate.
Objectives and policies
The Company operations expose it to a variety of financial risks that include the effects of changes in foreign currency exchange rates, liquidity risk and interest rate risk. The Company seeks to limit the adverse effects on the financial performance where possible by monitoring levels of cash holdings, debt finance and related finance costs. The policies are set by the Board of Directors and implemented by the Company’s finance department. Foreign exchange, credit liquidity and interest rate risk are managed at CFO Level.
Price risk, credit risk, liquidity risk and cash flow risk
Price Risk
The Company reviews its prices on a seasonal basis, as well as always exploring cross costing exercises and working closely with suppliers on innovation to mitigate the impact of this. We value our suppliers and work collaboratively on a long-term basis, jointly planning all aspects of production, delivery, and quality control. As the business continues to expand internationally there is a risk of foreign exchange fluctuations. However, the majority of the Company’s income is still in the United Kingdom and hence the Directors are confident that this will not impact on the Company’s success. The Company has a number of suppliers who require payment in USD. However, other companies within the Group earn significant revenue in USD and hence there is a natural hedge in place for this.
Liquidity Risk
Liquidity risk is managed through conscious financial planning and analysis and by forecasting cash flow regularly, monitoring and optimising net working capital, and managing existing credit facilities.
Cash flow Risk
The business monitors the cash flow of the business daily, weekly, and monthly and has strategies in place to ensure adequate future cash flows.
Credit Risk
The credit risk exposure to the Company is managed by the Board which sets out how credit risk is measured, managed, monitored and reported and are implemented by the finance department. The credit risk exposure is mitigated by utilising prompt debtor payment terms and having a continual monitoring of counterparty risk. Cash balances are held with high quality investment grade counterparties.

Disclosure of information to the auditors

Each Director has taken steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. The Directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Frugi Limited

Directors' Report for the Period from 29 January 2024 to 26 January 2025

Small companies provision statement
This report has been prepared in accordance with the special provisions of section 381 of the Companies Act 2006 relating to small companies. The Directors has taken exemption under this regime not to disclose the strategic report.

Approved by the Board on 23 October 2025 and signed on its behalf by:

......................................... Mr T Sarucan Director |  |

Frugi Limited

Statement of Directors' Responsibilities

The Directors acknowledge their responsibilities 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 period. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework' ('FRS 101'). 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 apply them consistently;
• | make judgements and accounting estimates that are reasonable and prudent;
• | state whether FRS 101 has been followed, subject to any material departures disclosed and explained in the financial statements; 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.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Frugi Limited

Independent Auditor's Report to the Members of Frugi Limited

Opinion

We have audited the financial statements of Frugi Limited (the 'Company') for the period from 29 January 2024 to 26 January 2025, which comprise the Income Statement, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework', in accordance with the provisions applicable to companies entitled to small companies exemptions.

In our opinion the financial statements:

• | give a true and fair view of the state of the Company's affairs as at 26 January 2025 and of its profit for the period 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 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 the provisions available for small entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 Directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Frugi Limited

Independent Auditor's Report to the Members of Frugi Limited

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

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

• | the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• | the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters where 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; or
• | the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of Directors

As explained more fully in the Statement of Directors' Responsibilities, set out on page 5, 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 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.

Frugi Limited

Independent Auditor's Report to the Members of Frugi Limited

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 considered those laws and regulations that have a direct impact on the preparation of the financial statements, including, but not limited to the reporting framework (FRS 101 and Companies Act 2006) and the relevant tax compliance regulations in the UK.

As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the entity’s ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
• Reviewed any legal and professional costs to identify legal costs in respect of non compliance;
• Enquiries with management whether there have been any known instances, allegations or
suspicions of fraud or non compliance with laws and regulations;
• Review of tax compliance; and
• Review of board minutes where available.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to fraudulent financial reporting. Our procedures involved the following;
• Substantive testing of sales occurrence;
• Reviewing nominal journal entries for reasonableness;
• Reviewing significant accounting estimates for bias; and
• Reviewing of inventories for evidence of impairment.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. This risk increases the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements as we are less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission or misrepresentation.

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

Frugi Limited

Independent Auditor's Report to the Members of Frugi Limited

......................................
James Barrett (Senior Statutory Auditor)
For and on behalf of PKF Francis Clark, Statutory Auditor
Unit 18, 23 Melville Building East
Royal William Yard
Plymouth
Devon
PL1 3GW

23 October 2025

Frugi Limited

Income Statement

Period from 29 January 2024 to 26 January 2025

| Note | 2025 £ 000 | 2024 £ 000
Revenue | 4 | 11,973 | 9,401
Cost of sales |  | (6,199) | (3,964)
Gross profit |  | 5,774 | 5,437
Distribution costs |  | (623) | (555)
Administrative expenses |  | (3,859) | (3,448)
Operating profit | 5 | 1,292 | 1,434
Finance costs | 6 | (119) | (137)
Profit before tax |  | 1,173 | 1,297
Income tax expense | 10 | (273) | (311)
Profit for the period |  | 900 | 986

The above results were derived from continuing operations.

Frugi Limited

Statement of Comprehensive Income

Period from 29 January 2024 to 26 January 2025

| 2025 £ 000 | 2024 £ 000
Profit for the period | 900 | 986
Total comprehensive income for the period | 900 | 986

Frugi Limited

Statement of Financial Position

26 January 2025

| Note | 26 January 2025 £ 000 | 28 January 2024 £ 000
Assets
Non-current assets |  |  |
Property, plant and equipment | 11 | 111 | 57
Intangible assets | 12 | 296 | 235
|  | 407 | 292
Current assets |  |  |
Inventories | 13 | 3,575 | 2,556
Trade and other receivables | 14 | 3,050 | 882
Cash and cash equivalents | 15 | 205 | 1,226
|  | 6,830 | 4,664
Total assets |  | 7,237 | 4,956
Equity and liabilities
Equity |  |  |
Called up share capital | 18 | - | -
Retained earnings |  | 1,454 | 554
|  | 1,454 | 554
Non-current liabilities |  |  |
Deferred tax liabilities | 10 | 23 | 13
Amounts due to related parties | 17 | 1,988 | 1,989
|  | 2,011 | 2,002
Current liabilities |  |  |
Trade and other payables | 16 | 3,683 | 2,090
Income tax liability | 10 | 89 | 310
|  | 3,772 | 2,400
Total liabilities |  | 5,783 | 4,402
Total equity and liabilities |  | 7,237 | 4,956

Frugi Limited

Statement of Financial Position

26 January 2025

These accounts have been prepared in accordance with the provisions applicable to companies entitled to small companies exemptions.

Approved by the Board and authorised for use on 23 October 2025 and signed on its behalf by:

.........................................

Mr T Sarucan

Director

Company registration number: 11953610

Frugi Limited

Statement of Changes in Equity

Period from 29 January 2024 to 26 January 2025

| Share capital £ 000 | Retained earnings £ 000 | Total £ 000
At 29 January 2024 | - | 554 | 554
Profit for the period | - | 900 | 900
Total comprehensive income | - | 900 | 900
At 26 January 2025 | - | 1,454 | 1,454

| Share capital £ 000 | Retained earnings £ 000 | Total £ 000
At 30 January 2023 | - | (432) | (432)
Profit for the period | - | 986 | 986
Total comprehensive income | - | 986 | 986
At 28 January 2024 | - | 554 | 554

Frugi Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

1 | General information

The Company is a private Company limited by share capital, incorporated and domiciled in England and Wales.

The address of its registered office is:
Units 2 & 2a Indian Queens Industrial Estate
Indian Queens
St Columb
Cornwall
TR9 6TF
United Kingdom

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of preparation

These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework.

Summary of disclosure exemptions

The Company has taken advantage of the following disclosure exemptions:
(1) The requirement to present a cash flow statement
(2) Key management personnel remuneration
(3) Transactions with parent company and wholly owned subsidiaries
(4) Applicable financial instrument and fair value disclosure
(5) Impact of new IFRS standards that have been issued but are not yet effective.

Going concern

The Directors have carefully considered the Company’s financial position, liquidity and future cash-flow requirements of the Company. Accordingly based on the forecasts the Directors have prepared for the Company and Group, they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and they believe it is appropriate to apply the going concern basis of accounting in preparing the financial statements.
The Company is profitable and has been in a net overall and net current assets position throughout the financial year.
The Group remain profitable as a whole and there has been reassurances received from the Directors of the Group companies that support would be forthcoming if needed by the Company.

Frugi Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Company's activities. Turnover is shown net of the value added tax, returns, rebates and discounts.
Revenue is recognised at point of dispatch for sale of goods. There are no contracts whose performance obligations are satisfied over time. Contracts with customers do not contain a financing component or any element of variable consideration. The Company does not offer an option to purchase a warranty.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

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

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the Company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Property, plant and equipment

Property, plant and equipment is stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Leasehold land and buildings | 33% straight line
Furniture, fittings and equipment | 50% straight line
Other property, plant and equipment | 10 - 20% straight line

Frugi Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

Intangible assets

Intangible assets are stated in the statement of financial position at cost, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.
The cost of assets includes directly attributable incremental costs incurred in their acquisition and implementation.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their expected useful economic life as follows:

Asset class | Amortisation method and rate
Website and software | 50% straight line
Brand | 7% straight line

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Trade receivables

Trade and other receivables where payment is due within one year do not constitute a financing transaction and are recorded at the undiscounted amount expected to be received, less attributable transaction costs. Any subsequent impairment is recognised as an expense in profit or loss. All trade and other receivables are subsequently measured at amortised cost, net of impairment.

Inventories

Stocks are valued at the lower of cost and net realisable value, after due regard for obsolete and slow moving stocks. Net realisable value is based on selling price less anticipated costs to completion and selling costs. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

Trade payables

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

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material.

Frugi Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a separate entity and has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Financial instruments

Initial recognition

Financial assets and financial liabilities comprise all assets and liabilities reflected in the statement of financial position, although excluding property, plant and equipment, investment properties, intangible assets, deferred tax assets, prepayments, deferred tax liabilities and employee benefits plan.
The Company recognises financial assets and financial liabilities in the statement of financial position when, and only when, the Company becomes party to the contractual provisions of the financial instrument.
Financial assets are initially recognised at fair value. Financial liabilities are initially recognised at fair value, representing the proceeds received net of premiums, discounts and transaction costs that are directly attributable to the financial liability.
Subsequent to initial measurement, financial assets and financial liabilities are measured at either amortised cost or fair value.

Derecognition

Financial assets

The Company derecognises a financial asset when;
- the contractual rights to the cash flows from the financial asset expire,
- it transfers the right to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred; or
- the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
On derecognition of a financial asset, the difference between the carrying amount of the asset and the sum of the consideration received is recognised as a gain or loss in the profit or loss.

Financial liabilities

The Company derecognises a financial liability when its contractual obligations are discharged, cancelled, or expire.

Frugi Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

3 | Critical accounting judgements and key sources of estimation uncertainty

Stock provision The Directors judge whether any impairment is required of the period end inventories balance on a line by line basis. The provision is informed by both historical sales and actual sales between the balance sheet date and the date of approval of the financial statements. The carrying value of the provision at period end is £253,000 (2024 - £1,327,000).

4 | Turnover

The analysis of the Company's turnover for the period from continuing operations is as follows:

| 2025 £ 000 | 2024 £ 000
Sale of goods | 11,973 | 9,401

The analysis of the Company's turnover for the period by market is as follows:

| 2025 £ 000 | 2024 £ 000
UK | 9,674 | 7,952
Europe | 1,684 | 1,021
Rest of world | 615 | 428
| 11,973 | 9,401

Frugi Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

5 | Operating profit

Arrived at after charging/(crediting)

| 2025 £ 000 | 2024 £ 000
Depreciation expense | 20 | 22
Amortisation expense | 73 | 52
Cost of inventories recognised as an expense | 4,281 | 2,421
Foreign exchange losses/(gains) | 17 | (3)

6 | Interest payable and similar expenses

| 2025 £ 000 | 2024 £ 000
Interest expense on other financing liabilities | 119 | 137

7 | Staff costs

The aggregate payroll costs (including Directors' remuneration) were as follows:

| 2025 £ 000 | 2024 £ 000
Wages and salaries | 1,977 | 1,968
Social security costs | 185 | 179
Pension costs, defined contribution scheme | 58 | 55
| 2,220 | 2,202

The average number of persons employed by the Company (including Directors) during the period, analysed by category was as follows:

| 2025 No. | 2024 No.
Product and sourcing | 11 | 14
Administration and support | 15 | 14
Sales | 7 | 8
Marketing | 10 | 10
Distribution | 36 | 25
| 79 | 71

Frugi Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

8 | Directors' remuneration

The Directors' remuneration for the period was as follows:

| 2025 £ 000 | 2024 £ 000
Remuneration | 174 | 170
Contributions paid to money purchase schemes | 7 | 7
| 181 | 177

During the period the number of Directors who were receiving benefits and share incentives was as follows:

| 2025 No. | 2024 No.
Received or were entitled to receive shares under long term incentive schemes | - | 2
Accruing benefits under money purchase pension scheme | 2 | 2

9 | Auditors' remuneration

| 2025 £ 000 | 2024 £ 000
Audit of the financial statements | 17 | 16

Frugi Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

10 | Income tax

Tax charged/(credited) in the income statement

| 2025 £ 000 | 2024 £ 000
Current taxation |  |
UK corporation tax | 264 | 310
Deferred taxation |  |
Arising from origination and reversal of temporary differences | 9 | 1
Tax expense in the income statement | 273 | 311

The tax on profit before tax for the period is lower than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 23.99%).
The differences are reconciled below:

| 2025 £ 000 | 2024 £ 000
Profit before tax | 1,173 | 1,297
Corporation tax at standard rate | 293 | 311
Increase from effect of expenses not deductible in determining taxable profit (tax loss) | - | 5
Decrease arising from group relief tax reconciliation | (20) | -
Other tax effects for reconciliation between accounting profit and tax income | - | (5)
Total tax charge | 273 | 311

Deferred tax

Deferred tax assets and liabilities

2025 | Asset £ 000 | Liability £ 000 | Net deferred tax £ 000
Accelerated tax depreciation | - | (25) | (25)
Provisions | 2 | - | 2
| 2 | (25) | (23)

2024 | Asset £ 000 | Liability £ 000 | Net deferred tax £ 000
Accelerated tax depreciation | - | (14) | (14)
Provisions | 1 | - | 1
| 1 | (14) | (13)

Frugi Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

11 | Property, plant and equipment

| Furniture, fittings and equipment £ 000 | Other property, plant and equipment £ 000 | Total £ 000
Cost or valuation
At 30 January 2023 | 24 | 50 | 74
Additions | 6 | 2 | 8
At 28 January 2024 | 30 | 52 | 82
At 29 January 2024 | 30 | 52 | 82
Additions | 16 | 58 | 74
Disposals | (3) | - | (3)
At 26 January 2025 | 43 | 110 | 153
Depreciation
At 30 January 2023 | 2 | - | 2
Charge for period | 13 | 10 | 23
At 28 January 2024 | 15 | 10 | 25
At 29 January 2024 | 15 | 10 | 25
Charge for the period | 14 | 6 | 20
Eliminated on disposal | (3) | - | (3)
At 26 January 2025 | 26 | 16 | 42
Carrying amount
At 26 January 2025 | 17 | 94 | 111
At 28 January 2024 | 15 | 42 | 57
At 30 January 2023 | 22 | 50 | 72

Frugi Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

12 | Intangible assets

| Brands £ 000 | Website and software £ 000 | Total £ 000
Cost or valuation
At 30 January 2023 | 200 | 135 | 335
Additions | - | 43 | 43
At 28 January 2024 | 200 | 178 | 378
At 29 January 2024 | 200 | 178 | 378
Additions | - | 133 | 133
Disposals | - | (87) | (87)
At 26 January 2025 | 200 | 224 | 424
Amortisation
At 30 January 2023 | - | 91 | 91
Amortisation charge | 14 | 38 | 52
At 28 January 2024 | 14 | 129 | 143
At 29 January 2024 | 14 | 129 | 143
Amortisation charge | 14 | 59 | 73
Amortisation eliminated on disposals | - | (88) | (88)
At 26 January 2025 | 28 | 100 | 128
Carrying amount
At 26 January 2025 | 172 | 124 | 296
At 28 January 2024 | 186 | 49 | 235
At 30 January 2023 | 200 | 44 | 244

Amortisation expense is included in administrative expenses.

13 | Inventories

| 26 January 2025 £ 000 | 28 January 2024 £ 000
Finished goods and goods for resale | 3,575 | 2,556

As at period end a stock provision of £253,000 has been recognised (2024: £1,327,000).

Frugi Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

14 | Trade and other receivables

Trade and other receivables falling due within one year | 26 January 2025 £ 000 | 28 January 2024 £ 000
Trade receivables | 547 | 319
Provision for impairment of trade receivables | (12) | -
Net trade receivables | 535 | 319
Receivables from related parties | 2,347 | 169
Prepayments | 158 | 394
Other receivables | 10 | -
| 3,050 | 882

The majority of customers pay for goods in advance. No interest is charged on outstanding trade receivables. The Company does not hold any collateral. The carrying amount of trade and other receivables approximates the fair value.
The amounts due from related parties are repayable on demand. No interest is charged on outstanding balances.

15 | Cash at bank and in hand

| 26 January 2025 £ 000 | 28 January 2024 £ 000
Cash at bank | 205 | 1,226

16 | Trade and other payables

| 26 January 2025 £ 000 | 28 January 2024 £ 000
Trade payables | 1,005 | 333
Accrued expenses | 314 | 143
Amounts due to related parties | 2,129 | 1,408
Social security and other taxes | 41 | 95
Outstanding defined contribution pension costs | 20 | 9
Other payables | 174 | 102
| 3,683 | 2,090

Frugi Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

Trade payables and accruals comprise amounts outstanding for trade purchases and ongoing costs. The average credit period for trade purchases is 30-60 days. No interest is charged on overdue amounts.
The amounts due to related parties are repayable on demand. No interest is charged on outstanding balances.
At year end the Company has a debenture with HSBC dated 11/09/2019 incorporating a fixed and floating charge over all assets. The floating charge covers all the property or undertaking of the Company. A second fixed charge and floating charge (floating charge covers all the property or undertaking of the Company) dated 23/11/2022 was registered in favour of KSL Holding EHF.

17 | Non current liabilities

| 26 January 2025 £ 000 | 28 January 2024 £ 000
Amounts due to related parties | 1,988 | 1,989

The amounts due to related parties are repayable between 30/11/2032 and 15/12/2032. 6% interest is charged on outstanding balances payable on the final repayment date.

18 | Share capital

Allotted, called up and fully paid shares

| 26 January 2025 | 28 January 2024
| No. 000 | £ 000 | No. 000 | £ 000
Ordinary of £1 each | - | - | - | -

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions: The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company's residual assets.

19 | Pension and other schemes

Defined contribution pension scheme

The Company operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the Company to the scheme and amounted to £58,000 (2024 - £55,000).
Contributions totalling £20,000 (2024 - £9,000) were payable to the scheme at the end of the period and are included in payables.

Frugi Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

20 | Parent and ultimate parent undertaking

Relationship between entity and parents

The parent of the largest Group in which these financial statements are consolidated is Refined Brands Limited, incorporated in England and Wales.

The address of Refined Brands Limited is:
Units 2 & 2a Indian Queens Industrial Estate, Indian Queens, St. Columb, England, TR9 6TF

A copy of the accounts of Refined Brands Limited is available on request from the registered address.

21 | Related party transactions

The Company has taken advantage of the exemption from disclosing related party transactions with the parent Company and other wholly owned subsidiaries.

22 | Application of new and revised standards

New and amended Standards and Interpretations applied
The following new and amended Standards and Interpretations have been issued and are effective for the current financial period of the Company. The following changes were in effect from 1 January 2024:
• FRS101 amendments
• IAS7 / IFRS7 Supplier Finance Arrangements
• IAS 1 Presentation of Financial Statements
There are no other relevant standards or amendments issued that are first effective for the annual period beginning 29 January 2024