Refined Brands Limited 13175575 false 2024-01-29 2025-01-26 2025-01-26 The principal activity of the company is is as a UK-based holding company engaged in the investment in, and management of, a portfolio of four clothing and accessories retail brands. The Group’s operating entities and brands include Frugi Limited (“Frugi”), Celtic Sheepskin & Co. Limited (“Celtic & Co.”), Turtle Doves (Not Just Gloves) Limited (“Turtle Doves”), and Kettlewell Colours Limited (“Kettlewell Colours”). The brands design and manufacture clothing, outerwear, footwear and accessories for women, men and children, principally from natural fibres and materials. The Group operates its own website channels as well as through selected concession partner websites in the UK and the US, including John Lewis, Next, Marks & Spencer, Macy’s and Nordstrom. In addition, revenue is generated through wholesale channels with independent retailers throughout the UK and Europe. Each brand has its own unique heritage and DNA but shares a common thread of being digitally native, ethically sourced, natural and sustainable. The Group acts as a digital marketing platform at the cutting edge of consumer learning, driving data-led marketing and customer engagement. It has also built a robust back-office infrastructure, underpinned by an integrated, single tech stack, with consolidated warehousing and logistics facilities, complemented by an in-house production facility serving Celtic & Co. and Turtle Doves. 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core:AcceleratedTaxDepreciationDeferredTax bus:Consolidated 2023-01-30 2024-01-28 13175575 core:ProvisionsDeferredTax bus:Consolidated 2023-01-30 2024-01-28 13175575 core:RevaluationIntangibleAssetsDeferredTax bus:Consolidated 2023-01-30 2024-01-28 13175575 core:TaxLossesCarry-forwardsDeferredTax bus:Consolidated 2023-01-30 2024-01-28 13175575 core:CapitalRedemptionReserve 2023-01-30 2024-01-28 13175575 core:CapitalRedemptionReserve bus:Consolidated 2023-01-30 2024-01-28 13175575 core:OtherReservesSubtotal 2023-01-30 2024-01-28 13175575 core:OtherReservesSubtotal bus:Consolidated 2023-01-30 2024-01-28 13175575 core:RetainedEarningsAccumulatedLosses 2023-01-30 2024-01-28 13175575 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2023-01-30 2024-01-28 13175575 core:ShareCapital 2023-01-30 2024-01-28 13175575 core:ShareCapital bus:Consolidated 2023-01-30 2024-01-28 13175575 core:SharePremium 2023-01-30 2024-01-28 13175575 core:SharePremium bus:Consolidated 2023-01-30 2024-01-28 13175575 core:TotalEquityAttributableToOwnersParentBeforeNon-controllingInterests bus:Consolidated 2023-01-30 2024-01-28 13175575 core:DevelopmentCostsCapitalisedDevelopmentExpenditure bus:Consolidated 2023-01-30 2024-01-28 13175575 core:DevelopmentCostsCapitalisedDevelopmentExpenditure core:InternallyGeneratedIntangibleAssets 2023-01-30 2024-01-28 13175575 core:Goodwill bus:Consolidated 2023-01-30 2024-01-28 13175575 core:PatentsTrademarksLicencesConcessionsSimilar bus:Consolidated 2023-01-30 2024-01-28 13175575 core:OwnedOrFreeholdAssets 2023-01-30 2024-01-28 13175575 core:OwnedOrFreeholdAssets bus:Consolidated 2023-01-30 2024-01-28 13175575 core:Right-of-useAssets bus:Consolidated 2023-01-30 2024-01-28 13175575 core:Buildings core:Right-of-useAssets bus:Consolidated 2023-01-30 2024-01-28 13175575 core:FurnitureFittingsToolsEquipment core:OwnedOrFreeholdAssets bus:Consolidated 2023-01-30 2024-01-28 13175575 core:LandBuildings core:OwnedOrFreeholdAssets 2023-01-30 2024-01-28 13175575 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Refined Brands Limited
Annual Report and Consolidated Financial Statements
Period from 29 January 2024 to 26 January 2025

Registration number: 13175575

Refined Brands Limited

Contents

Strategic Report | 1 to 8
Directors' Report | 9 to 11
Statement of Directors' Responsibilities | 12
Independent Auditor's Report | 13 to 15
Consolidated Income Statement | 16
Consolidated Statement of Comprehensive Income | 17
Consolidated Statement of Financial Position | 18 to 19
Statement of Financial Position | 20 to 21
Consolidated Statement of Changes in Equity | 22
Statement of Changes in Equity | 23
Consolidated Statement of Cash Flows | 24
Statement of Cash Flows | 25
Notes to the Financial Statements | 26 to 58

Refined Brands Limited

Strategic Report

Period from 29 January 2024 to 26 January 2025

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

Principal activity

The principal activity of the Group is as a UK-based holding company engaged in the investment in, and management of, a portfolio of four clothing and accessories retail brands. The Group’s operating entities and brands include Frugi Limited (“Frugi”), Celtic Sheepskin & Co. Limited (“Celtic & Co.”), Turtle Doves (Not Just Gloves) Limited (“Turtle Doves”), and Kettlewell Colours Limited (“Kettlewell Colours”).
The brands design and manufacture clothing, outerwear, footwear and accessories for women, men and children, principally from natural fibres and materials. The Group operates its own website channels as well as through selected concession partner websites in the UK and the US, including John Lewis, Next, Marks & Spencer, Macy’s and Nordstrom. In addition, revenue is generated through wholesale channels with independent retailers throughout the UK and Europe.
Each brand has its own unique heritage and DNA but shares a common thread of being digitally native, ethically sourced, natural and sustainable. The Group acts as a digital marketing platform at the cutting edge of consumer learning, driving data-led marketing and customer engagement. It has also built a robust back-office infrastructure, underpinned by an integrated, single tech stack, with consolidated warehousing and logistics facilities, complemented by an in-house production facility serving Celtic & Co. and Turtle Doves.

Frugi:
The UK’s leading organic and ethically focused childrenswear brand in the UK. Known for vibrant prints, fun appliqués and clever designs, Frugi’s products focus on durability for everyday adventures. Key products include organic cotton clothing with fit-for-longer and easy-dressing features, and outerwear made from recycled plastic. Twenty percent of Frugi’s seasonal range carry the Circular Textiles Foundation mark, certifying them as 100% recyclable.
Celtic & Co.:
Digital pioneers of the ethical fashion movement, Celtic & Co. is passionate about creating high quality investment pieces from sustainable natural fibres, designed to last a lifetime. Key products include sheepskin boots, knitwear and outerwear. Half of Celtic & Co.’s products are made in the UK, with over 10% produced in-house at our factory in Newquay, Cornwall.
Kettlewell Colours:
Kettlewell designs quality essentials underpinned by colour, enabling customers to feel empowered and confident in what they wear, with a firm ethos of “£1 cost per wear” at the heart of product development. Kettlewell Colours provides over 300 colour-coded shades in its garments and accessories, supporting colour analysis and styling. Key products include contemporary wardrobe essentials, such as staple tops, knitwear, trousers and skirts, sourced from European supply partners who employ production methods that are kind to both the planet and their employees.
Turtle Doves:
Turtle Doves is a British zero-waste ethos design and manufacturing company, specialising in using post-consumer textile waste to create beautiful new garments and accessories. Key products include fingerless gloves, neck warmers, wrist warmers and beanies, produced by skilled a workforce of seamstresses at our factory in Newquay, Cornwall.

Refined Brands Limited

Strategic Report

Period from 29 January 2024 to 26 January 2025

Key Performance Indicator | 2025 | 2024
Number of brands in Group | 4 | 5*
Turnover | £37.6m | £37.1m
Growth in turnover | 1% | 66%
Adjusted EBITDA | £3.8m | £3.9m
Adjusted EBITDA margin | 10% | 10%

*A fifth brand, Morlands of Glastonbury, was operated by the Group, although this ceased trading in March 2024.
Adjusted EBITDA is inclusive of depreciation and interest on the Right of Use Assets and Liabilities respectively, which reflect operating property costs. It excludes non-exec fees (£0.1m) and exceptional costs (£0.5m).
The significant increase in turnover in the prior period reflects that being the first full period post-acquisition of the Kettlewell Colours, Turtle Doves and Frugi brands.
As well as the KPIs above, the business monitors stockholding, outstanding orders, returns rates, order processing times, customer response times, customer acquisition, customer retention, marketing spend efficiency, and overheads, to assess the performance of the business.
Key KPIs are monitored on a daily, weekly, monthly and seasonal basis.

Fair review of the business

The period saw minimal top line sales growth, with the challenging macroeconomic environment, including the geo-political events and cost-of-living pressures, influencing consumer demand.
Promotional activities during the period were tightened, with an approach that was more targeted towards specific times of the season, product categories and customer groups. This, along with some re-sourcing of the supply base allowed for a better product margin (being the revenue less the pure costs of purchases) to be achieved – improving from 63.9% to 64.4%.
Marketing strategies were sharpened, doubling down on the drive towards digital channels, email, and social media, over traditional catalogue mailing, improving spend efficiency from the prior period, falling from 22.1% of own-web sales to 20.5%.
More attractive rates were negotiated with carriers and credit card merchant service providers, improving the order fulfilment cost efficiency from the prior period, reducing from 13.1% of sales to 11.3%.
A relocation of the Turtle Doves brands was completed in August 2024, consolidating the production, warehousing and head office functions into the Group’s factory and headquarters in Cornwall.
The Group trialled cross-brand selling in the final quarter of the year, listing targeted, complimentary products of one brand on the website of another, of which early signs were encouraging.

Refined Brands Limited

Strategic Report

Period from 29 January 2024 to 26 January 2025

Sustainability
Celtic & Co. continued to make good progress with sustainability initiatives, including publishing an annual sustainability report and, at the end of the period, had a pending application for B Corp accreditation, which was successfully granted in April 2025.
The B Corp certification further reinforces Celtic & Co.’s commitment to social and environmental responsibility and will support future opportunities in ethical retail partnerships and sustainability-led consumer segments.
Frugi has established itself as the UK’s leading ethical organic childrenswear brand, with sustainability at its heart. The brand has published an annual impact report and has now achieved B Corp accreditation with a score of 90.9 in May 2025.

Principal Risks and uncertainties
Celtic & Co. and Turtle Doves remain primarily tailored for colder seasons, which poses a risk in the event of a mild winter impacting sales. In recent years the brands have been successfully expanding their Spring and Summer range to combat this. This trend continued into 2025, notably with Turtle Doves successfully developing and selling a Holiday Shop range during the Summer of 2025. Furthermore, both brands can respond quickly to changes in product demand, with the overwhelming majority of Celtic & Co.’s products being manufactured in the UK and Europe and Turtle Doves products being manufactured at our own factory in Cornwall.
Frugi is exposed to some risk from long stock lead times, as the organic cotton suppliers and recycled polyester suppliers are based primarily in India and China respectively. These lead times can also mean that the brand is exposed to fluctuations in shipping rates. Collaboration with other Group companies has allowed the brand to mitigate this through negotiation of preferential rates with key suppliers and freight forwarders.
In this competitive market, where the cost of living and global economic uncertainties are influencing consumer behaviour, all portfolio brands are open to the risk of reduced customer demand. The Directors strengthened their focus on offering great value whilst maintaining the focus on high quality and sustainable products. We aim to expand our customer base, both through our own websites and via partnerships, both within the UK and internationally.

Financial Risk
The Group’s operations expose it to a variety of financial risks that include the effects of changes in foreign currency exchange rates, inflation and interest rate risk and cash flow risk. The Group seeks to limit the adverse effects on 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 Group’s finance department, managed at CFO Level.
Foreign exchange risk:
Our materials cost base is somewhat exposed to exchange rate fluctuations, in particular, we have some supply in USD and in EUR. As we operate a wide Group of brands that continue to expand their consumer offering internationally, with a significant element of the revenue from Celtic & Co. and Kettlewell Colours earned in USD and a significant element of the revenue from Frugi earned in EUR, this acts as a natural hedge to offset these exchange rate fluctuations.
The Directors regularly monitor the foreign exchange market and if ever deemed it necessary, would look to hedge any specific risks. However, this has not been the case to date.

Refined Brands Limited

Strategic Report

Period from 29 January 2024 to 26 January 2025

Inflation and Interest rate risk:
The high inflation rates experienced over the past couple of years have impacted our supply chain, both in relation to supply from the UK and internationally. However, this did stabilise throughout the course of the period ended 26 January 2025. The Group has successfully renegotiated better rates with our suppliers as inflation rates have eased.
Combined with this we are continuously monitoring our overheads and keep tight control over our fixed cost base to ensure that it is appropriate and flexible to respond.
During the period, the level of external debt with HSBC that attracted variable interest rates was minimal. Other interest-bearing debt (a loan note with Kvika Securities) has a fixed interest rate.
Subsequent to the period end, both of these facilities were repaid in full and a new three-year term loan was taken with HSBC, along with a Revolving Credit Facility. Both of these facilities attract interest rates that are linked to the Bank of England Base and SONIA rates respectively. The Directors monitor these on a regular basis and the widely-accepted expectation is that these rates will fall over the short-to-mid term. Risk is also managed through having the Revolving Credit Facility, which allows the Group to only incur the additional interest-bearing debt during certain times of the year, rather than being fully exposed on all of it’s debt all year round.

Cash flow risk:
Seasonal revenue patterns are managed through regular forecasting and facility headroom. As noted above, the introduction of a Revolving Credit Facility as part of the post-period end refinancing has given greater flexibility in allowing the Group to gain access to additional funds during times of the year when it is needed and repay immediately when it is not needed.

Operational and IT Risks
The principal operational risks are those affecting the integrity and continuity of our supply chain. The supply chain is managed in a transparent and open manner. Regular dialogue with suppliers ensures that the products are created to the high standards which the Group and its customers expect.
As online retailers, with a strong D2C offering, a significant failure in IT systems could result in the brands being unable to operate effectively. We continue to invest in the necessary technology to provide resilience to the risk associated with IT. Data security is extremely important and security measures are continuously reviewed and tested to mitigate potential breaches.
Internal training on data and IT security is provided to the employees across the brands and spontaneous testing is carried out to warn of possible cyber attacks.
External bodies are engaged to monitor and test our networks to provide expert, objective assessment of our network security.

Employees
During the period the Group employed an average of 233 staff (FTE 190), which was a reduction from the prior period’s headcount of 250 (FTE 216).

Refined Brands Limited

Strategic Report

Period from 29 January 2024 to 26 January 2025

Future developments
The Group plans to expand through cross-brand initiatives, third-party online channels, and international markets.
Investment in digital capabilities continues to enhance customer engagement and operational efficiency.
The Group is also set up for further acquisitive growth, with the infrastructure, team and digital platforms in place to add further brands as and when the opportunities arise.

Non-financial and sustainability information

Streamlined energy and carbon reporting (SECR)

Our statement of carbon emissions compliant with UK legislation set out in the Streamlined Energy and Carbon Reporting (SECR), covering energy use and associated greenhouse gas emissions relating to gas, electricity and transport, intensity ratios and energy efficient actions is set out below:

Use of energy and greenhouse gas emissions:

| Period ended |  | Period ended
| Jan 2025 |  | Jan 2024
Total electricity usage (kwh) | 315,254 |  | 327,899
Total gas usage (cubic meters) | 14,549 |  | 26,188
Total transport fuel usage (kwh) | 22,308 |  | 33,326
Total carbon emissions through electricity (kgCO2e) | 64,614 |  | 67,206
Total carbon emissions through gas (kgCO2e) | 16,741 |  | 38,026
Total carbon emissions through transport fuel (kgCO2e) | 4,572 |  | 6,830
Total carbon emissions (kgCO2e) | 85,928 |  | 112,063
Total estate (sq ft) | 62,542 |  | 62,717
Carbon intensity ratio (kgCO2e per sq ft) | 1.37 |  | 1.79

Refined Brands Limited

Strategic Report

Period from 29 January 2024 to 26 January 2025

Carbon and energy efficiency actions
The Group is committed to responsible carbon management and will practice energy efficiency throughout the organization. The Group recognizes that climate change is one of the most serious environmental challenges currently threatening the global community and we understand it has a role to play reducing greenhouse gas emissions. The Group has implemented the policies below for the purpose of increasing the business energy efficiency in the relevant financial period:
• Partnering with suppliers who actively seek to reduce their own carbon footprint and make use of natural and sustainable raw materials.
• Maintaining a significant supply source from within the UK, including our own production site, to reduce freight and shipping emissions.
• Use of green energy throughout our operations and ensuring all lighting is always switched off when not used, along with the use of sensor lighting and LED bulbs.
• Promote use of video conferencing for meetings between Group teams working in difference locations.
• Operation of a Cycle to Work scheme.
• Introduction of an Electric Vehicle scheme.
• Lift sharing when people are either travelling to their usual place of work, or working in other Group office locations to reduce travel emissions.
• Use of local labour and supplies wherever possible to reduce delivery distances.
Methodology used in the calculation of disclosures
SECR methodology, as specified in “Environmental reporting guidelines: including Streamlined Energy and Carbon reporting and greenhouse gas reporting” was used in conjunction with Government GHG reporting conversion factors.

Refined Brands Limited

Strategic Report

Period from 29 January 2024 to 26 January 2025

Section 172(1) statement

As directors of Refined Brands Limited, we are committed to acting in good faith to promote the long-term success of the company for the benefit of its shareholders. In doing so, we have had due regard to the following statutory factors:
• The likely long-term consequences of our decisions.
• The interests of our employees.
• Our relationships with suppliers, customers, and others.
• The impact of our operations on the community and the environment.
• The desirability of maintaining a high standard of business conduct and reputation.
• The need to act fairly between members.
The following statement sets out how we have had regard to these matters during the financial period ended 26 January 2025.

1. Long-Term Strategy and Portfolio Integration
During the year we continued to integrate our portfolio of sustainable fashion brands, ensuring that operational and strategic decisions were aligned with our long-term ambition to be a leading house of ethical, digital-first fashion labels. This included restructuring and relocating the Turtle Doves brand to strengthen its future sustainability. Throughout this process, we placed significant emphasis on regular, transparent communication with employees, ensuring they were kept fully informed and engaged during the transition.
We remain focussed on future growth and acquisition of further brands. However, these must meet our strict long-term strategic principles.

2. Supporting Employees
Our people are at the heart of our success. This year, we enhanced our employee welfare offer, introducing an improved sickness policy, an electric car scheme, and a holiday buy-back option to provide greater flexibility and support.
These steps build on our ongoing programme of staff engagement, which included workshops, surveys, and structured updates during the year.
The Directors have devoted resources to employee training, structured integration plans, and wellness support, ensuring a positive and inclusive culture.

3. Suppliers and Ethical Standards
All group brands maintain strong relationships with ethical suppliers. We emphasize sustainable fabrics and ethical practices-carefully selecting supply partners who share our values around natural materials and local craftsmanship. This nurtures trust, reliability, and shared brand reputation.
We conducted supplier audits across the Group to ensure partners continue to meet our high ethical and sustainability standards. These audits strengthen trust within our supply chain and support the long-term resilience of our brands.
We also refined and published a Group Modern Slavery Statement, reinforcing our commitment to responsible sourcing and transparent business practices.

Refined Brands Limited

Strategic Report

Period from 29 January 2024 to 26 January 2025

4. Community and Environmental Impact
Aligned with our sustainability manifesto, each brand prioritizes natural, ethically crafted products designed to last a lifetime. We are committed to reducing our environmental footprint, supporting skilled manufacturing, and promoting heritage British craftsmanship, specifically in the Celtic & Co and Turtle Doves brands.
We recognise our responsibility to the communities in which we operate. This year, our teams took part in local community initiatives including beach cleans and tree planting, strengthening our connection to the environment and reinforcing the values shared across our portfolio brands.

5. Upholding Reputation and Standards of Conduct
By consistently prioritising ethical practices, sustainable design, and fair treatment of stakeholders, we have continued to build our reputation as a trusted and values-driven fashion group. This reputation is essential to long-term brand equity and underpins our relationships with customers, employees, suppliers, and investors alike.

6. Fair Treatment of Owners and Members
We have continued to manage shareholder relations transparently, ensuring all decisions, particularly those relating to financing, governance and capital structure e.g. capital reductions, share restructurings and related solvency statements, were precisely recorded and communicated fairly and equitably to members, in line with the Company’s Investor Agreement.

Engagement with employees

See discussion in Section 172 statement.

Engagement with suppliers, customers and other relationships

See discussion in Section 172 statement.

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

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

Refined Brands Limited

Directors' Report

Period from 29 January 2024 to 26 January 2025

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

Directors of the Group

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

Mr B L M Barnett

Mr H T Bergs

Ms A Fadeeva

Mr S G Mackenzie

Ms M J Nicholson

Mr T Sarucan (appointed 30 January 2024)

Mrs K A Whitworth

Mr N R Whitworth

Mr J Williams

Mr G R Holbrook (resigned 9 April 2024)

Dividends

Interim dividends paid during the period of Nil in respect of the period ended 26 January 2025 (2024: Nil). The Directors do not recommend the payment of a final dividend for the period.

Political contributions

The Group made no political donations or incurred any political expenditure during the period ended 26 January 2025 (2024: Nil).

Financial risk management objectives and policies
The Group's 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 Group seeks to limit the adverse effects on 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 Group’s finance departments. Foreign exchange, credit liquidity and interest rate risk are managed at CFO Level.
The Group performed a re-financing subsequent to the period end, to provide increased flexibility to support its ongoing strategic initiatives.

Price risk

The Group reviews its pricing strategy on a seasonal basis and undertakes cost analysis and supplier collaboration initiatives to mitigate price volatility. The Group values its suppliers and works collaboratively on a long-term basis, jointly planning production, delivery, and quality control.

Foreign exchange risk
As the business continues to expand internationally there is a risk of foreign exchange fluctuations with turnover generated in multiple currencies. However, the Directors have several strategies in place to regularly monitor the foreign exchange market and minimise risk through trading opportunities and hence are confident that this will not impact the Group’s success.

Refined Brands Limited

Directors' Report

Period from 29 January 2024 to 26 January 2025

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 basis and has strategies in place to ensure adequate future cash flows.

Going concern

Despite macro-economic headwinds, the Directors have reviewed forecasts and budgets and are confident of the Group’s ability to continue trading as a going concern. The Group maintains a positive current and net asset base and held a significant cash balance at the period end. Subsequent to the period end, the Group completed a refinancing which provides greater flexibility to manage seasonal trading patterns (see Post Balance Sheet Events for details).

Share capital and share premium transactions

During the period the Company cancelled and extinguished 7,276 of the issued E ordinary shares of £1.00 each and 350 M ordinary shares of £0.01 each, all of which were fully paid. The amount by which the share capital was reduced was credited to a distributable reserve.
During the period, the share premium account of the Company was reduced by £5,214,661 to £Nil and the amount by which the share premium account was reduced was credited to a distributable reserve.

Important non adjusting events after the financial period

Subsequent to the balance sheet date, the Group has undergone a refinancing process. As part of this, the Group secured a new £4.5 million three-year term loan from HSBC, alongside a three-year £3.5 million Revolving Credit Facility, on 14 May 2025.
The proceeds from the new facilities were used to:
• Repay the existing loan facility with HSBC, on 14 May 2025;
• Redeem 40% of the outstanding preference shares, including any accrued dividend at the time of settlement, between 25-29 May 2025; and
• Settle the loan notes previously held by Kvika Banki hf, which were secured by a fixed and floating charge over all assets of the Group, on 16 June 2025.
This refinancing strengthens the Group’s capital structure and provides increased flexibility to support its ongoing strategic initiatives.

In addition, on 16 May 2025, the company made significant repayments of some of it’s long-term inter-company loans and received dividends from subsidiary entities as follows:
• £3,231,033 paid to Celtic Sheepskin & Co Limited to fully repay the inter-company loan payable;
• £1,000,000 paid to Kettlewell Colours Limited to partially repay the inter-company loan payable;
• £3,231,033 dividend distribution received from Whitworth CS Holdings Limited; and
• £1,000,000 dividend distribution received from Kettlewell Colours Limited.
The repayment of inter-company loans and subsequent dividends received, creates further distributable reserves within the Company.
On 11th July 2025, Refined Brands USA Corp., was incorporated in Delaware, USA and is a 100% owned subsidiary of Refined Brands Limited.

Refined Brands Limited

Directors' Report

Period from 29 January 2024 to 26 January 2025

Disclosure of information to the auditor

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 Group'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.

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

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

Refined Brands 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 UK adopted international accounting standards. 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 the 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 apply them consistently;
• | make judgements and accounting estimates that are reasonable and prudent;
• | state whether applicable International Financial Reporting Standards (IFRSs) as adopted by the UK have 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 Group's and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and 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 Group and 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.

Refined Brands Limited

Independent Auditor's Report to the Members of Refined Brands Limited

Opinion

We have audited the financial statements of Refined Brands Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period from 29 January 2024 to 26 January 2025, which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Statement of Financial Position, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.

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 26 January 2025 and of the Group's profit for the period then ended;
• | have been properly prepared in accordance with IFRS as adopted by the UK; 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group or Parent 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.

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.

Refined Brands Limited

Independent Auditor's Report to the Members of Refined Brands Limited

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 Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and 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 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 Statement of Directors' Responsibilities, set out on page 12, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Refined Brands Limited

Independent Auditor's Report to the Members of Refined Brands Limited

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 (IFRS 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 Group’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:
• Reviewing legal and professional costs to identify legal costs in respect of non compliance;
• Making 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
• Reviewing 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 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.

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

Refined Brands Limited

Consolidated Income Statement

Period from 29 January 2024 to 26 January 2025

| Note | 2025 £ 000 | 2024 £ 000
Revenue | 4 | 37,560 | 37,089
Cost of sales |  | (18,153) | (17,547)
Gross profit |  | 19,407 | 19,542
Distribution costs |  | (2,028) | (1,975)
Administrative expenses |  | (15,209) | (14,641)
Other operating income | 5 | - | 10
Operating profit | 6 | 2,170 | 2,936
Finance income |  | 22 | 3
Finance costs |  | (402) | (589)
Net finance cost | 7 | (380) | (586)
Profit before tax |  | 1,790 | 2,350
Income tax expense | 11 | (456) | (532)
Profit for the period |  | 1,334 | 1,818
Profit attributable to: |  |  |
Owners of the company |  | 1,334 | 1,818

The above results were derived from continuing operations.

Refined Brands Limited

Consolidated Statement of Comprehensive Income

Period from 29 January 2024 to 26 January 2025

| 2025 £ 000 | 2024 £ 000
Profit for the period | 1,334 | 1,818
Total comprehensive income for the period | 1,334 | 1,818
Total comprehensive income attributable to: |  |
Owners of the company | 1,334 | 1,818

Refined Brands Limited

Consolidated Statement of Financial Position as at 26 January 2025

| Note | 26 January 2025 £ 000 | 28 January 2024 £ 000
Assets
Non-current assets |  |  |
Property, plant and equipment | 12 | 813 | 866
Right of use assets | 13 | 2,181 | 1,463
Intangible assets | 14 | 12,538 | 12,599
|  | 15,532 | 14,928
Current assets |  |  |
Inventories | 17 | 8,719 | 7,039
Trade and other receivables | 18 | 1,681 | 1,789
Cash and cash equivalents | 19 | 5,305 | 4,926
Other current financial assets | 16 | - | 677
|  | 15,705 | 14,431
Total assets |  | 31,237 | 29,359
Equity and liabilities
Equity |  |  |
Share capital | 20 | (6,553) | (6,561)
Share premium |  | - | (5,215)
Treasury shares |  | - | 2
Other reserves |  | (2,554) | (3,227)
Retained earnings |  | (8,714) | (2,160)
Equity attributable to owners of the company |  | (17,821) | (17,161)
Non-current liabilities |  |  |
Long term lease liabilities |  | (1,970) | (1,258)
Loans and borrowings | 21 | (2,477) | (3,187)
Deferred income |  | (4) | (4)
Deferred tax liabilities | 11 | (1,247) | (1,369)
|  | (5,698) | (5,818)
Current liabilities |  |  |
Current portion of long term lease liabilities |  | (245) | (270)
Trade and other payables | 23 | (6,195) | (4,652)
Loans and borrowings | 21 | (919) | (986)
Income tax liability |  | (168) | (463)
Deferred income |  | (191) | (9)
|  | (7,718) | (6,380)
Total equity and liabilities |  | (31,237) | (29,359)

Refined Brands Limited

Consolidated Statement of Financial Position as at 26 January 2025

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

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

Company Registration Number: 13175575

Refined Brands 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 | 12 | 3 | -
Intangible assets | 14 | 420 | 312
Investments in subsidiaries, joint ventures and associates | 15 | 22,701 | 22,701
Trade and other receivables | 18 | 2,567 | 2,566
|  | 25,691 | 25,579
Current assets |  |  |
Trade and other receivables | 18 | 78 | 243
Cash and cash equivalents | 19 | 4,342 | 702
Other current financial assets | 16 | - | 677
|  | 4,420 | 1,622
Total assets |  | 30,111 | 27,201
Equity and liabilities
Equity |  |  |
Share capital | 20 | (6,553) | (6,561)
Share premium |  | - | (5,215)
Treasury shares |  | - | 2
Merger reserve |  | (2,554) | (3,227)
Retained earnings |  | (2,380) | 1,775
Total equity |  | (11,487) | (13,226)
Non-current liabilities |  |  |
Loans and borrowings | 21 | (2,477) | (3,187)
Deferred tax liabilities | 11 | (1) | -
Amounts due to related parties |  | (8,393) | (7,711)
|  | (10,871) | (10,898)
Current liabilities |  |  |
Trade and other payables | 23 | (6,834) | (2,091)
Loans and borrowings | 21 | (919) | (986)
|  | (7,753) | (3,077)
Total liabilities |  | (18,624) | (13,975)
Total equity and liabilities |  | (30,111) | (27,201)

Refined Brands Limited

Statement of Financial Position

26 January 2025

The Company made a loss for the financial period of £1,065,000 (2024: loss of £1,272,000). The Company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

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

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

Company Registration Number: 13175575

Refined Brands Limited

Consolidated Statement of Changes in Equity

Period from 29 January 2024 to 26 January 2025

| Share capital £ 000 | Share premium £ 000 | Treasury shares £ 000 | Other reserves £ 000 | Retained earnings £ 000 | Total £ 000
At 29 January 2024 | 6,561 | 5,215 | (2) | 3,227 | 2,160 | 17,161
Profit for the period | - | - | - | - | 1,334 | 1,334
Total comprehensive income | - | - | - | - | 1,334 | 1,334
Capital reduction | (8) | (5,215) | 2 | - | 5,220 | (1)
Other merger reserve movements | - | - | - | (673) | - | (673)
At 26 January 2025 | 6,553 | - | - | 2,554 | 8,714 | 17,821

| Share capital £ 000 | Share premium £ 000 | Treasury shares £ 000 | Other reserves £ 000 | Retained earnings £ 000 | Total £ 000
At 30 January 2023 | 6,547 | 3,389 | - | 3,227 | 346 | 13,509
Profit for the period | - | - | - | - | 1,818 | 1,818
Total comprehensive income | - | - | - | - | 1,818 | 1,818
New share capital subscribed | 14 | 1,826 | - | - | - | 1,840
Purchase of own share capital | - | - | (2) | - | (4) | (6)
At 28 January 2024 | 6,561 | 5,215 | (2) | 3,227 | 2,160 | 17,161

As at the period end preference share holders were entitled to a dividend of £1,654,000 (2024: £1,200,000) which has not yet been declared. When declared this will reduce the retained earnings available for distribution to ordinary share holders.

Refined Brands Limited

Statement of Changes in Equity

Period from 29 January 2024 to 26 January 2025

| Share capital £ 000 | Share premium £ 000 | Treasury shares £ 000 | Merger reserve £ 000 | Retained earnings £ 000 | Total £ 000
At 29 January 2024 | 6,561 | 5,215 | (2) | 3,227 | (1,775) | 13,226
Loss for the period | - | - | - | - | (1,065) | (1,065)
Total comprehensive income | - | - | - | - | (1,065) | (1,065)
Capital reduction | (8) | (5,215) | 2 | - | 5,220 | (1)
Other merger reserve movements | - | - | - | (673) | - | (673)
At 26 January 2025 | 6,553 | - | - | 2,554 | 2,380 | 11,487

| Share capital £ 000 | Share premium £ 000 | Treasury shares £ 000 | Merger reserve £ 000 | Retained earnings £ 000 | Total £ 000
At 30 January 2023 | 6,547 | 3,389 | - | 3,227 | (499) | 12,664
Loss for the period | - | - | - | - | (1,272) | (1,272)
Total comprehensive income | - | - | - | - | (1,272) | (1,272)
New share capital subscribed | 14 | 1,826 | - | - | - | 1,840
Purchase of own share capital | - | - | (2) | - | (4) | (6)
At 28 January 2024 | 6,561 | 5,215 | (2) | 3,227 | (1,775) | 13,226

Refined Brands Limited

Consolidated Statement of Cash Flows

Period from 29 January 2024 to 26 January 2025

| Note | 2025 £ 000 | 2024 £ 000
Cash flows from operating activities
Profit for the period |  | 1,334 | 1,818
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 6 | 935 | 749
Depreciation on right of use assets |  | 282 | 278
Loss/(profit) on disposal of property plant and equipment |  | 17 | (1)
Finance income | 7 | (22) | (3)
Finance costs | 7 | 402 | 589
Income tax expense | 11 | 456 | 532
|  | 3,404 | 3,962
Working capital adjustments |  |  |
Increase in inventories | 17 | (1,680) | (470)
Decrease/(increase) in trade and other receivables | 18 | 112 | (903)
Increase/(decrease) in trade and other payables | 23 | 1,541 | (978)
Increase in deferred income, including government grants |  | 182 | 8
Cash generated from operations |  | 3,559 | 1,619
Income taxes paid | 11 | (873) | (126)
Net cash flow from operating activities |  | 2,686 | 1,493
Cash flows from investing activities |  |  |
Interest received | 7 | 22 | 3
Acquisitions of property plant and equipment |  | (261) | (286)
Proceeds from sale of property plant and equipment |  | 44 | 2
Acquisition of intangible assets | 14 | (620) | (474)
Net cash flows from investing activities |  | (815) | (755)
Cash flows from financing activities |  |  |
Interest paid |  | (130) | (549)
Proceeds from issue of ordinary shares, net of issue costs |  | - | 1,839
Payments for purchase of own shares |  | - | (5)
Repayment of bank borrowing |  | (1,019) | (577)
Payments under right of use obligations |  | (362) | (311)
Net cash flows from financing activities |  | (1,511) | 397
Net increase in cash and cash equivalents |  | 360 | 1,135
Cash and cash equivalents at 29 January |  | 4,926 | 3,791
Cash and cash equivalents at 26 January | 19 | 5,286 | 4,926

Refined Brands Limited

Statement of Cash Flows

Period from 29 January 2024 to 26 January 2025

| Note | 2025 £ 000 | 2024 £ 000
Cash flows from operating activities
Loss for the period |  | (1,065) | (1,272)
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation |  | 120 | -
Finance income |  | (22) | -
Finance costs |  | 696 | 990
Income tax expense |  | 1 | -
|  | (270) | (282)
Working capital adjustments |  |  |
Decrease/(increase) in trade and other receivables | 18 | 165 | (180)
Increase/(decrease) in trade and other payables | 23 | 4,744 | (129)
Net cash flow from operating activities |  | 4,639 | (591)
Cash flows from investing activities |  |  |
Interest received | 7 | 22 | -
Acquisitions of property plant and equipment |  | (3) | -
Acquisition of intangible assets | 14 | (227) | (312)
Net cash flows from investing activities |  | (208) | (312)
Cash flows from financing activities |  |  |
Interest paid | 7 | (124) | (990)
Proceeds from issue of ordinary shares, net of issue costs |  | - | 1,839
Payments for purchase of own shares |  | - | (5)
Repayment of bank borrowing |  | (1,019) | (577)
Proceeds from other borrowing draw downs |  | 333 | 482
Net cash flows from financing activities |  | (810) | 749
Net increase/(decrease) in cash and cash equivalents |  | 3,621 | (154)
Cash and cash equivalents at 29 January |  | 702 | 856
Cash and cash equivalents at 26 January | 19 | 4,323 | 702

Refined Brands 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

2 | Accounting policies

Statement of compliance

The Group financial statements have been prepared in accordance with International Financial Reporting Standards and its interpretations adopted by the UK ("adopted IFRS's").

Summary of material 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

The financial statements have been prepared in accordance with adopted IFRSs and under historical cost accounting rules.
The financial statements are presented in Sterling, which is the functional currency of the Group and Company.

Going concern

The Directors have carefully considered the Group's and Company’s financial position, liquidity and future cash-flow requirements. Accordingly based on the forecasts the Directors have prepared for the Company and Group, they have a reasonable expectation that the Company and Group have 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 Group is profitable and has been in a net overall and net current assets position throughout the financial year.

Changes in accounting policy

None of the standards, interpretations and amendments effective for the first time from 29 January 2024 have had a material effect on the financial statements.

None of the standards, interpretations and amendments which are effective for periods beginning after 29 January 2024 and which have not been adopted early, are expected to have a material effect on the financial statements.

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

Basis of consolidation

The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to the period end.

A subsidiary is an entity controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the period are included in the income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the Group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-Company transactions, balances and unrealised gains on transactions between the Company and its subsidiaries, which are related parties, are eliminated in full.
Intra-Group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Group's activities. Turnover is shown net of 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 Group does not offer an option to purchase a warranty. This revenue is recognised in the accounting period when control of the product has been transferred, at an amount that reflects the consideration to which the entity expects to be entitled in exchange for fulfilling its performance obligations to customers.

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 Group 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.

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

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 consolidated financial statements and on unused tax losses or tax credits in the Group. 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

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets 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 | 10% - 33% straight line
Furniture, fittings and equipment | 20 - 50% straight line or reducing balance
Motor vehicles | 20 - 25% straight line or reducing balance
Other property, plant and equipment | 15% - 25% straight line or reducing balance

Right-of-use asset

Right-of-use assets consist of a lease for a property under IFRS16. These assets are depreciated over the shorter of the lease term and the useful life of the underlying asset. Depreciation starts at the
commencement date of the lease and has been charged at 11 - 17% straight line.

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.
Goodwill is capitalised, classified as an asset on the balance sheet and reviewed for impairment at the end of each full financial period.
Website development costs, brand and other intangibles are stated in the balance sheet at cost, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.

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
Goodwill | Annual review for impairment
Website and software costs | 33 - 50% straight line
Brand and other intangibles | 7% - 10% straight line

Investments

Fixed asset investments are measured at cost less impairment.

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 receivables are amounts due from customers for merchandise sold in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.

Inventories

Inventory and work in progress 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.
When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period in which the write-down or loss occurs.

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

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.

Borrowings

All borrowings are initially recorded at the amount of proceeds received, net of transaction costs. Borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in finance costs.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Provisions

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

Related parties

For the purposes of these financial statements, a related party could be a person or an entity. Careful consideration is given to the definition of a related party to ensure that all related party relationships, transactions and balances are identified.

Leases

At inception of the contract, the Group assesses whether a contract is, or contains, a lease. It recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee. The right-of-use assets and the lease liabilities are presented as separate line items in the statement of financial position.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. It is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, plus lease payments made on or before the commencement day, less any lease incentives received and plus any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

Defined contribution pension obligation

The Group operates a defined contribution pension scheme. Contributions are recognised in the profit and loss account in the period in which they become payable in accordance with the rules of the scheme.

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 Group recognises financial assets and financial liabilities in the statement of financial position when, and only when, the Group 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 Group 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 Group 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 Group derecognises a financial liability when its contractual obligations are discharged, cancelled, or expire.

Fair value of financial assets and liabilities

Where the fair value of financial assets and liabilities cannot be derived from active markets, they are determined using a variety of valuation techniques that include the use of mathematical models. The input to these models is derived from observable markets where available, but where this is not feasible, a degree of judgement is required in determining assumptions used in the models. Changes in assumptions used in the models could affect the reported fair value of financial assets and liabilities.

Refined Brands 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

Sales return provision The Group recognises a provision for estimated sales returns as at the period end. This is informed by the historic pattern of returns and the actual returns received between the balance sheet date and the date of approval of the financial statements. The carrying value of the provision at period end is £273,000 (2024: £232,000).
Stock provision The Directors judge whether any impairment is required of the period end inventories balance on a line by line basis. This is informed by both historical sales and actual sales between the balance sheet date and the date of approval of the financial statements. The provision has significantly decreased compared to the prior period due to the Group working through historical aged stock acquired in the period ended 29 January 2023. The carrying value of the provision at period end is £331,000 (2024: £1,430,000).
Right of use asset and liability The lease liability and right of use asset is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. The discount rate is a key accounting estimate due to the fact that a small difference in the discount rate used will have a significant impact on the present value of the lease liability and right of use asset initially recognised and the subsequent finance charges.

4 | Revenue

The analysis of the group's revenue for the period from continuing operations is as follows:

| 2025 £ 000 | 2024 £ 000
Sale of goods | 37,560 | 37,089

The analysis of the Group's revenue from continuing operations for the period, broken down by geographical location, is as follows:

| 2025 £000 |  | 2024 £000
UK | 29,878 |  | 28,662
Europe | 2,465 |  | 2,063
Rest of world | 5,217 |  | 6,364
| 37,560 |  | 37,089

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

5 | Other operating income

The analysis of the group's other operating income for the period is as follows:

| 2025 £ 000 | 2024 £ 000
Government and other grants | - | 7
Sub lease rental income | - | 3
| - | 10

6 | Operating profit

Arrived at after charging/(crediting)

| 2025 £ 000 | 2024 £ 000
Depreciation expense | 252 | 263
Depreciation on right of use assets - property | 282 | 278
Amortisation expense | 683 | 486
Cost of inventories recognised as an expense | 12,538 | 11,591
Loss/(profit) on disposal of property, plant and equipment | 17 | (1)

7 | Finance income and costs

| 2025 £ 000 | 2024 £ 000
Finance income |  |
Interest income on bank deposits | 22 | 3
Finance costs |  |
Interest on bank overdrafts and borrowings | (126) | (224)
Interest on obligations under finance leases and hire purchase contracts | (49) | (40)
Interest expense on loan notes | (227) | (325)
Total finance costs | (402) | (589)
Net finance costs | (380) | (586)

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

8 | Staff costs

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

| 2025 £ 000 | 2024 £ 000
Wages and salaries | 5,767 | 5,987
Social security costs | 521 | 545
Pension costs, defined contribution scheme | 197 | 177
Redundancy costs | 202 | -
| 6,687 | 6,709

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

| 2025 No. | 2024 No.
Product and sourcing | 40 | 54
Administration and support | 64 | 65
Sales | 25 | 28
Marketing | 29 | 29
Distribution | 75 | 73
| 233 | 249

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

9 | Directors' remuneration

The directors' remuneration for the period was as follows:

| 2025 £ 000 | 2024 £ 000
Remuneration | 411 | 477
Contributions paid to money purchase schemes | 8 | 16
Sums paid to third parties for directors' services | 40 | 62
| 459 | 555

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 | 3 | 4

During the prior period a number of Directors and other senior employees received Ordinary M shares at nominal value. These shares participate in a capital distribution, on sale or wind up, only after the initial distribution of £140.76 per share, to participating Ordinary shareholders of other classes. The proceeds received for other Ordinary share classes issued during the period was £140.76. The value of the Ordinary M shares to individual holders will increase in line with the underlying increases in the share price of the Group.

In respect of the highest paid Director:

| 2025 £ 000 | 2024 £ 000
Remuneration | 113 | 133
Company contributions to money purchase pension schemes | 7 | 11

10 | Auditors' remuneration

| 2025 £ 000 | 2024 £ 000
Audit of these financial statements | 10 | 10
Audit of the financial statements of subsidiaries of the company pursuant to legislation | 66 | 63
| 76 | 73
Other fees to auditors |  |
Taxation compliance services | 7 | 7
All other non-audit services | 19 | 18
| 26 | 25

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

11 | Income tax

Tax charged/(credited) in the income statement

| 2025 £ 000 | 2024 £ 000
Current taxation |  |
UK corporation tax | 578 | 668
UK corporation tax adjustment to prior periods | - | (31)
| 578 | 637
Deferred taxation |  |
Arising from origination and reversal of temporary differences | (122) | (105)
Tax expense in the income statement | 456 | 532

The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK (2024 - lower than the standard rate of corporation tax in the UK) of 25% (2024 - 24.02%).
The differences are reconciled below:

| 2025 £ 000 | 2024 £ 000
Profit before tax | 1,790 | 2,350
Corporation tax at standard rate | 448 | 565
Decrease in current tax from adjustment for prior periods | - | (31)
Increase from effect of expenses not deductible in determining taxable profit (tax loss) | 7 | 8
Other tax effects for reconciliation between accounting profit and tax expense/(income) | 1 | (10)
Total tax charge | 456 | 532

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

Deferred tax

Group

Deferred tax assets and liabilities

2025 | Asset £ 000 | Liability £ 000 | Net deferred tax £ 000
Accelerated tax depreciation | - | (104) | (104)
Provisions | 4 | - | 4
Revaluation of intangible assets | - | (1,157) | (1,157)
Tax losses carry-forwards | 10 | - | 10
| 14 | (1,261) | (1,247)

2024 | Asset £ 000 | Liability £ 000 | Net deferred tax £ 000
Accelerated tax depreciation | - | (130) | (130)
Provisions | 6 | - | 6
Revaluation of intangible assets | - | (1,255) | (1,255)
Tax losses carry-forwards | 10 | - | 10
| 16 | (1,385) | (1,369)

Deferred tax movement during the period:

| At 29 January 2024 £ 000 | Recognised in income statement £ 000 | At 26 January 2025 £ 000
Accelerated tax depreciation | (130) | 26 | (104)
Provisions | 6 | (2) | 4
Revaluation of intangible assets | (1,255) | 98 | (1,157)
Tax losses carry-forwards | 10 | - | 10
| (1,369) | 122 | (1,247)

| At 30 January 2023 £ 000 | Recognised in income statement £ 000 | At 28 January 2024 £ 000
Accelerated tax depreciation | (143) | 12 | (130)
Provisions | 9 | (3) | 6
Revaluation of intangible assets | (1,353) | 98 | (1,255)
Tax losses carry-forwards | 12 | (2) | 10
| (1,475) | 105 | (1,369)

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

Company

Deferred tax assets and liabilities

2025 | Asset £ 000 | Liability £ 000 | Net deferred tax £ 000
Accelerated tax depreciation | - | (1) | (1)
| - | (1) | (1)

Deferred tax movement during the period:

| At 29 January 2024 £ 000 | Recognised in income statement £ 000 | At 26 January 2025 £ 000
Accelerated tax depreciation | - | (1) | (1)
| - | (1) | (1)

Deferred tax movement during the prior period:

| At 30 January 2023 £ 000 | At 28 January 2024 £ 000
| - | -

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

12 | Property, plant and equipment

Group

| Land and buildings £ 000 | Furniture, fittings and equipment £ 000 | Motor vehicles £ 000 | Other property, plant and equipment £ 000 | Total £ 000
Cost or valuation
At 30 January 2023 | 495 | 614 | 31 | 481 | 1,621
Additions | 103 | 156 | - | 27 | 286
Disposals | - | (3) | - | - | (3)
At 28 January 2024 | 598 | 767 | 31 | 508 | 1,904
At 29 January 2024 | 598 | 767 | 31 | 508 | 1,904
Additions | 97 | 84 | - | 80 | 261
Disposals | (35) | (118) | (17) | (7) | (177)
At 26 January 2025 | 660 | 733 | 14 | 581 | 1,988
Depreciation
At 30 January 2023 | 217 | 439 | 21 | 98 | 775
Charge for period | 67 | 136 | 3 | 59 | 265
Eliminated on disposal | - | (2) | - | - | (2)
At 28 January 2024 | 284 | 573 | 24 | 157 | 1,038
At 29 January 2024 | 284 | 573 | 24 | 157 | 1,038
Charge for the period | 77 | 122 | 2 | 52 | 253
Eliminated on disposal | (2) | (96) | (17) | (1) | (116)
At 26 January 2025 | 359 | 599 | 9 | 208 | 1,175
Carrying amount
At 26 January 2025 | 301 | 134 | 5 | 373 | 813
At 28 January 2024 | 314 | 194 | 7 | 351 | 866
At 30 January 2023 | 278 | 175 | 10 | 383 | 846

Included within the net book value of land and buildings above is £301,000 (2024: £314,000) in respect of short leasehold properties.

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

Company

| Land and buildings £ 000 | Other property, plant and equipment £ 000 | Total £ 000
Cost or valuation
Additions | - | 1 | 1
At 28 January 2024 | - | 1 | 1
At 29 January 2024 | - | 1 | 1
Additions | 3 | - | 3
At 26 January 2025 | 3 | 1 | 4
Depreciation
Charge for period | - | 1 | 1
At 28 January 2024 | - | 1 | 1
At 29 January 2024 | - | 1 | 1
At 26 January 2025 | - | 1 | 1
Carrying amount
At 26 January 2025 | 3 | - | 3
At 28 January 2024 | - | - | -

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

13 | Right of use assets

Group

| Property £ 000 | Total £ 000
Cost or valuation
At 30 January 2023 | 2,512 | 2,512
At 28 January 2024 | 2,512 | 2,512
At 29 January 2024 | 2,512 | 2,512
Additions | 1,759 | 1,759
Disposals | (1,577) | (1,577)
At 26 January 2025 | 2,694 | 2,694
Depreciation
At 30 January 2023 | 771 | 771
Charge for period | 278 | 278
At 28 January 2024 | 1,049 | 1,049
At 29 January 2024 | 1,049 | 1,049
Charge for the period | 282 | 282
Eliminated on disposal | (818) | (818)
At 26 January 2025 | 513 | 513
Carrying amount
At 26 January 2025 | 2,181 | 2,181
At 28 January 2024 | 1,463 | 1,463

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

14 | Intangible assets

Group

| Goodwill £ 000 | Brand and other intangibles £ 000 | Website and software £ 000 | Total £ 000
Cost or valuation
At 30 January 2023 | 6,978 | 6,154 | 373 | 13,505
Additions | - | - | 474 | 474
At 28 January 2024 | 6,978 | 6,154 | 847 | 13,979
At 29 January 2024 | 6,978 | 6,154 | 847 | 13,979
Additions | - | - | 620 | 620
Disposals | - | - | (88) | (88)
At 26 January 2025 | 6,978 | 6,154 | 1,379 | 14,511
Amortisation
At 30 January 2023 | 60 | 533 | 301 | 894
Amortisation charge | 1 | 411 | 74 | 486
At 28 January 2024 | 61 | 944 | 375 | 1,380
At 29 January 2024 | 61 | 944 | 375 | 1,380
Amortisation charge | 1 | 411 | 269 | 681
Amortisation eliminated on disposals | - | - | (88) | (88)
At 26 January 2025 | 62 | 1,355 | 556 | 1,973
Carrying amount
At 26 January 2025 | 6,916 | 4,799 | 823 | 12,538
At 28 January 2024 | 6,917 | 5,210 | 472 | 12,599
At 30 January 2023 | 6,918 | 5,621 | 72 | 12,611

Goodwill, other intangibles and Group property, plant and equipment are considered a single aggregate cash-generating-unit (CGU) for each trading business. The Directors considered the cash-flow forecasts for each CGU and are satisfied that no impairment is required to the asset balance as at 26 January 2025. Amortisation expense is included in administrative expenses.

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

Individually material intangible assets

Brand 1 The carrying amount of this asset is £2,742,000 (2024 - £2,991,000) and the remaining amortisation period is 11 years (2024 - 12 years).
Brand 2 The carrying amount of this asset is £1,397,000 (2024 - £1,505,000) and the remaining amortisation period is 13 years (2024 - 14 years).
Brand 3 The carrying amount of this asset is £486,000 (2024 - £524,000) and the remaining amortisation period is 13 years (2024 - 14 years).
Brand 4 The carrying amount of this asset is £174,000 (2024 - £190,000) and the remaining amortisation period is 13 years (2024 - 14 years).

Company

| Website and software £ 000 | Total £ 000
Cost or valuation
At 30 January 2023 | - | -
Additions | 312 | 312
At 28 January 2024 | 312 | 312
At 29 January 2024 | 312 | 312
Additions | 227 | 227
At 26 January 2025 | 539 | 539
Amortisation
At 30 January 2023 | - | -
At 28 January 2024 | - | -
Amortisation charge | 119 | 119
At 26 January 2025 | 119 | 119
Carrying amount
At 26 January 2025 | 420 | 420
At 28 January 2024 | 312 | 312

Amortisation expense is included in administrative expenses.

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

15 | Investments

Group subsidiaries

Details of the Group subsidiaries as at 26 January 2025 are as follows:

Name of subsidiary | Principal activity | Registered office | Proportion of ownership interest and voting rights held 2025 | 2024
Whitworth CS Holdings Ltd* | Holding Company | Units 2 & 2a Indian Queens Industrial Estate, Indian Queens, St Columb, Cornwall, TR9 6TF England and Wales | 100% / 100% |
Celtic Sheepskin & Co Limited | Design, manufacture and sale of sustainable clothing | Units 2 & 2a Indian Queens Industrial Estate, Indian Queens, St Columb, Cornwall, TR9 6TF England and Wales | 100% / 100% |
Frugi Limited | Design and sale of ethical and organic children's clothing | Units 2 & 2a Indian Queens Industrial Estate, Indian Queens, St Columb, Cornwall, TR9 6TF England and Wales | 100% / 100% |
Kettlewell Colours Limited* | Online clothing retail sales | Units 2 & 2a Indian Queens Industrial Estate, Indian Queens, St Columb, Cornwall, TR9 6TF England and Wales | 100% / 100% |
Turtle Doves Holdings Limited* | Holding Company | Units 2 & 2a Indian Queens Industrial Estate, Indian Queens, St Columb, Cornwall, TR9 6TF England and Wales | 100% / 100% |
Turtle Doves (Not Just Gloves) Limited | Manufacture and sale of recycled clothing and accessories | Units 2 & 2a Indian Queens Industrial Estate, Indian Queens, St Columb, Cornwall, TR9 6TF England and Wales | 100% / 100% |

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

Name of subsidiary | Principal activity | Registered office | Proportion of ownership interest and voting rights held 2025 | 2024
Refined Brands Bidco Limited* | Holding Company | Units 2 & 2a Indian Queens Industrial Estate, Indian Queens, St Columb, Cornwall, TR9 6TF England and Wales | 100% / 100% |

* indicates direct investment of the Company

Summary of the Company investments

| 26 January 2025 £ 000 | 28 January 2024 £ 000
Investments in subsidiaries | 22,701 | 22,701

Subsidiaries | £ 000
Cost or valuation
At 30 January 2023 | 22,701
At 28 January 2024 | 22,701
At 29 January 2024 | 22,701
At 26 January 2025 | 22,701
Carrying amount
At 26 January 2025 | 22,701
At 28 January 2024 | 22,701
At 30 January 2023 | 22,701

16 | Other financial assets

| Group | Company
| 26 January 2025 £ 000 | 28 January 2024 £ 000 | 26 January 2025 £ 000 | 28 January 2024 £ 000
Current financial assets
Financial asset for shares receivable | - | 677 | - | 677

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

17 | Inventories

| Group | Company
| 26 January 2025 £ 000 | 28 January 2024 £ 000 | 26 January 2025 £ 000 | 28 January 2024 £ 000
Raw materials and consumables | 497 | 663 | - | -
Work in progress | 129 | 160 | - | -
Finished goods and goods for resale | 8,093 | 6,216 | - | -
| 8,719 | 7,039 | - | -

The cost of Group inventories recognised as an expense in the period amounted to £12,538,000 (2024 - £11,591,000). This is included within cost of sales.
The inventories provision at period end is £331,000 (2024: £1,430,000).

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

18 | Trade and other receivables

| Group | Company
Current | 26 January 2025 £ 000 | 28 January 2024 £ 000 | 26 January 2025 £ 000 | 28 January 2024 £ 000
Trade receivables | 687 | 908 | - | -
Provision for impairment of trade receivables | (13) | - | - | -
Net trade receivables | 674 | 908 | - | -
Receivables from related parties | - | - | - | 147
Prepayments | 826 | 838 | 45 | 96
Other receivables | 181 | 43 | 33 | -
| 1,681 | 1,789 | 78 | 243

| Group | Company
Non-current | 26 January 2025 £ 000 | 28 January 2024 £ 000 | 26 January 2025 £ 000 | 28 January 2024 £ 000
Loans to related parties | - | - | 2,567 | 2,566

The majority of customers pay for goods in advance. The average credit period on sale of goods to trade customers is 30 days. No interest is charged on outstanding trade receivables. The Group does not hold any collateral. The carrying amount of trade and other receivables approximates the fair value. The Group recognises a credit loss provision for receivables on a case by case basis. At period end trade receivables of £Nil were determined to be impaired (2024: £Nil).
The loan due to related parties are repayable between 17/09/2032 and 15/12/2032. 6% interest is charged on outstanding balances payable on the final repayment date.

The Group's exposure to credit and market risks, relating to receivables is disclosed in Note 26.

19 | Cash and cash equivalents

| Group | Company
| 26 January 2025 £ 000 | 28 January 2024 £ 000 | 26 January 2025 £ 000 | 28 January 2024 £ 000
Cash on hand | 1 | 3 | - | -
Cash at bank | 5,304 | 4,923 | 4,342 | 702
| 5,305 | 4,926 | 4,342 | 702
Bank overdrafts | (19) | - | (19) | -
Cash and cash equivalents in statement of cash flows | 5,286 | 4,926 | 4,323 | 702

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

20 | Share capital

Allotted, called up and fully paid shares

| 26 January 2025 | 28 January 2024
| No. 000 | £ 000 | No. 000 | £ 000
Ordinary A shares of £1 each | 19 | 19 | 19 | 19
Ordinary B shares of £1 each | 36 | 36 | 36 | 36
Ordinary C shares of £1 each | 30 | 30 | 30 | 30
Ordinary D shares of £1 each | 18 | 18 | 18 | 18
Ordinary E shares of £1 each | 21 | 21 | 23 | 23
Ordinary F shares of £1 each | - | - | 5 | 5
Ordinary G shares of £1 each | 18 | 18 | 18 | 18
Ordinary H shares of £1 each | 12 | 12 | 12 | 12
Ordinary M shares of £0.01 each | 13 | - | 10 | -
Ordinary redeemable preference shares of £1 each | 6,400 | 6,400 | 6,400 | 6,400
| 6,566 | 6,553 | 6,570 | 6,561

New shares allotted

During the period 3,350 Ordinary M shares having an aggregate nominal value of £34 were allotted for an aggregate consideration of £34.

Share reclassifications and reductions
5,328 Ordinary F shares were reclassified into 516 Ordinary C shares and 4,812 Ordinary E shares. The Company completed a capital reduction of 7,276 Ordinary E shares and 350 Ordinary M shares.

Redeemable preference shares

The redeemable preference shares are redeemable at the option of the Company. They are redeemable at £1 per share and carry no voting rights. Mandatory redemption occurs on a listing of the Company, a sale of the Company or substantial part of its assets. Each preference share is entitled to a fixed, cumulative, preferential cash dividend of 6%, compounding in arrears on 16th February each year. As at period end the preference share holders were entitled to a dividend of £1,654,000 (2024: £1,200,000) which has not yet been declared due to covenants on the Company's debt.

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

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 participating ordinary share classes rank pari passu with regard to the Company's residual assets and voting. The Ordinary M shares are not participating shares and have no right to the initial distribution of assets, being £140.76. Each ordinary share class has different rights in regards to appointment of Directors to the board.

21 | Loans and borrowings

| Group | Company
| 26 January 2025 £ 000 | 28 January 2024 £ 000 | 26 January 2025 £ 000 | 28 January 2024 £ 000
Non-current loans and borrowings
Bank borrowings | - | 933 | - | 933
Loan notes | 2,477 | 2,254 | 2,477 | 2,254
| 2,477 | 3,187 | 2,477 | 3,187

| Group | Company
| 26 January 2025 £ 000 | 28 January 2024 £ 000 | 26 January 2025 £ 000 | 28 January 2024 £ 000
Current loans and borrowings
Bank borrowings | 900 | 986 | 900 | 986
Bank overdrafts | 19 | - | 19 | -
| 919 | 986 | 919 | 986

Group

Bank borrowings

Bank loan is denominated in £ sterling with a nominal interest rate of base rate + 2.5%, and with the final instalment due on 16 November 2025. The carrying amount at period end is £900,000 (2024 - £1,919,000). The bank loan is secured by a fixed and floating charge over all the assets of the Group held by HSBC UK Bank PLC.

Other borrowings

The loan notes secured by a fixed and floating charge over all the assets of the Group held by KSL Holding EHF.
The loan notes accrue interest at 10% per annum. Interest is compounded from the anniversary of the issue date (15th February). Repayment is due at the latest in February 2026.

The Group's exposure to market and liquidity risks, including maturity analysis, relating to loans and borrowings is disclosed in note 26 "Financial risk review".

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

22 | Leases

Group

Lease liabilities maturity analysis

A maturity analysis of lease liabilities based on undiscounted gross cash flow is reported in the table below:

| 26 January 2025 £ 000 | 28 January 2024 £ 000
Less than one year | 379 | 302
2 years | 379 | 259
3 years | 359 | 259
4 years | 359 | 239
5 years | 359 | 223
6 years | 266 | 223
7 years | 249 | 130
8 years | 200 | -
9 years | 200 | -
10 years | 175 | -
Total lease liabilities (undiscounted) | 2,925 | 1,635

Reconciliation to balance sheet

Reconciliation to amounts presented in balance sheet at present value:

Analysed as | 26 January 2025 £ 000 | 28 January 2024 £ 000
Interest | 710 | 107
Current lease liabilities | 245 | 270
Non-current lease liabilities | 1,970 | 1,258
Total cash outflow | 2,925 | 1,635

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

23 | Trade and other payables

| Group | Company
| 26 January 2025 £ 000 | 28 January 2024 £ 000 | 26 January 2025 £ 000 | 28 January 2024 £ 000
Trade payables | 3,231 | 2,092 | 68 | 30
Amounts due to related parties | - | - | 6,660 | 1,950
Social security and other taxes | 1,320 | 1,522 | 21 | 35
Outstanding defined contribution pension costs | 37 | 48 | - | -
Other payables | 696 | 434 | 33 | -
Accrued expenses | 911 | 556 | 52 | 76
| 6,195 | 4,652 | 6,834 | 2,091

The fair value of the trade and other payables classified as financial instruments are disclosed in the financial instruments note (Note 27).

The Group's exposure to market and liquidity risks, including maturity analysis, related to trade and other payables is disclosed in the financial risk management and impairment note (Note 26).

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 carrying amount of the trade and other payables approximates the fair value. The amounts due to related parties are repayable on demand. No interest is charged on outstanding balances.

24 | Pension and other schemes

Defined contribution pension scheme

The Group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the Group to the scheme and amounted to £197,000 (2024 - £177,000. Contributions totalling £37,000 (2024 - £48,000) were payable to the scheme at the end of the period and are included in payables.

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

25 | Reconciliation of liabilities arising from financing activities

Group

|  |  | Non-cash changes |  |
| At 29 January 2024 £ 000 | Financing cash flows £ 000 | Acquisitions £ 000 | Disposals £ 000 | Other changes £ 000 | At 26 January 2025 £ 000
Cash and cash equivalents |  |  |  |  |  |
Cash | 4,801 | 504 | - | - | - | 5,305
| 4,801 | 504 | - | - | - | 5,305
Borrowings |  |  |  |  |  |
Long term borrowings | (3,187) | - | - | - | 710 | (2,477)
Short term borrowings | (986) | 777 | - | - | (710) | (919)
Lease liabilities | (1,528) | 313 | (1,759) | 759 | - | (2,215)
| (5,701) | 1,090 | (1,759) | 759 | - | (5,611)
| (900) | 1,594 | (1,759) | 759 | - | (306)

|  |  | Non-cash changes |  |
| At 30 January 2023 £ 000 | Financing cash flows £ 000 | Acquisitions £ 000 | Disposals £ 000 | Other changes £ 000 | At 28 January 2024 £ 000
Cash and cash equivalents |  |  |  |  |  |
Cash | 3,791 | 1,010 | - | - | - | 4,801
| 3,791 | 1,010 | - | - | - | 4,801
Borrowings |  |  |  |  |  |
Long term borrowings | (3,821) | 902 | - | - | (268) | (3,187)
Short term borrowings | (929) | - | - | - | (57) | (986)
Lease liabilities | (1,799) | 311 | - | - | (40) | (1,528)
| (6,549) | 1,213 | - | - | (365) | (5,701)
| (2,758) | 2,223 | - | - | (365) | (900)

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

Company

| At 29 January 2024 £ 000 | Financing cash flows £ 000 | At 26 January 2025 £ 000
Cash and cash equivalents |  |  |
Cash | 702 | 3,640 | 4,342
Overdrafts | - | (19) | (19)
| 702 | 3,621 | 4,323
Borrowings |  |  |
Long term borrowings | (3,187) | 710 | (2,477)
Short term borrowings | (986) | 86 | (900)
| (4,173) | 796 | (3,377)
| (3,471) | 4,417 | 946

| At 30 January 2023 £ 000 | Financing cash flows £ 000 | At 28 January 2024 £ 000
Cash and cash equivalents |  |  |
Cash | 856 | (154) | 702
| 856 | (154) | 702
Borrowings |  |  |
Long term borrowings | (3,821) | 634 | (3,187)
Short term borrowings | (929) | (57) | (986)
| (4,750) | 577 | (4,173)
| (3,894) | 423 | (3,471)

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

26 | Financial risk review

Group

The Group had a financial asset for shares receivable accounted at fair value through the income statement. This was settled during the period at the carrying amount recognised in the prior period financial statements.
Risk management
The Group is exposed to market risk (including foreign currency risk and interest rate risk), credit risk, and liquidity risk in the normal course of business. These risks are limited by the Group's financial management policies and practices described below. There has been no change to the Group's exposure to financial risks or the manner in which these risks are managed and measured.

Market risk

|  | Foreign exchange risk

Our materials cost base is somewhat exposed to exchange rate fluctuations, in particular, we have supply into Frugi and Celtic & Co. in USD and into Kettlewell in EUR. As all the brands continue to expand their consumer offering internationally, with a significant element of the Kettlewell revenue earned in USD and Frugi revenue earned in EUR, this acts as a natural hedge to offset these exchange rate fluctuations.
The Directors regularly monitor the foreign exchange market and if we ever deemed it necessary, we would look to hedge any specific risks.

|  | Interest rate risk

The Group has historically raised funds through equity predominantly and this reduces the risk of interest rates on borrowings. Our balance sheet debt comprises a balance of variable and fixed rate instruments, with our overall exposure to interest rate fluctuation considered low.
The one variable-rate debt instrument we have (linked with the Bank of England base rate), has not had any negative variance post-Balance Sheet date and it is widely expected that the base rate will hold or decrease over the near-to-mid-term. As the debt is due to be fully repaid by November 2025, the exposure to any significant interest rate risk over the life left on the term, is deemed low.
The high inflation rates experienced over the past couple of period have of course impacted our supply chain, both in relation to supply from the UK and internationally. From a direct cost perspective, this is being managed through careful consideration of our supply base, and how we can work with our partners to ensure any cost increases can work for both parties.
Combined with this we are continuously monitoring our overheads and keep tight control over our fixed cost base to ensure that it is appropriate and flexible to respond.

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

|  | Credit spread risk

In order to minimise credit risk, the Group has adopted a policy of only dealing with creditworthy counterparties (banks and debtors) The most significant credit risk relates to customers that may default in making payments for goods they have purchased. This risk is significantly reduced by the fact that the majority of customers pay for goods in advance of dispatch.

|  | Other specific risk

The Directors regularly monitor forecast and actual cash flows and match the maturity profiles of financial assets and liabilities to ensure proper liquidity risk management and to maintain adequate reserves, and borrowing facilities.

27 | Financial instruments

Group

| 2025 £000 | 2024 £000
Amortised cost |  |
Cash and short-term deposits | 5,305 | 4,926
Trade and other receivables excluding prepayments | 857 | 951
Trade and other payables | (6,195) | (4,652)
Bank borrowings current | (919) | (986)
Bank borrowings non-current | - | (933)
Loan notes | (2,477) | (2,254)
Fair value through income statement |  |
Financial asset for shares receivable | - | 677

Company Amortised cost | 2025 £000 | 2024 £000
Cash and short-term deposits | 4,342 | 702
Trade and other receivables excluding prepayments | 34 | 147
Trade and other payables | (6,834) | (2,091)
Bank borrowings current | (919) | (986)
Bank borrowings non current | - | (933)
Amounts due to related parties non current | (8,393) | (7,711)
Loan notes | (2,477) | (2,254)
Fair value through income statement |  |
Financial asset for shares receivable | - | 677

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

28 | Related party transactions

The Company has taken advantage of the exemption in IFRS "Related Party Disclosures" from disclosing transactions with other wholly owned members of the Group.

Key management personnel

The key management personnel are considered to be the Directors whose remuneration is disclosed in Note 9.

Transactions with Directors

2025
No transactions to disclose.

2024 | At 30 January 2023 £ 000 | Advances to directors £ 000 | Repayments by director £ 000 | Other payments made to Company by Director £ 000 | At 28 January 2024 £ 000
Director 1
Director's loan balance | 1 | (1) | - | - | -
Director 2
Director's loan balance | (28) | (3) | 31 | - | -

Transactions with directors

The maximum amount outstanding during the period from the arrangements with the Director was the opening balance. The loan account is interest free and repayable on demand.

Expenditure with and payables to related parties

2025 | Other related parties £ 000
Receipt of services | 18

2024 | Other related parties £ 000
Receipt of services | 9

Summary of transactions with other related parties

Transactions with companies under control of one or more Directors of the Group, or their close family.

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

29 | Non adjusting events after the financial period

Subsequent to the balance sheet date, the Group has undergone a refinancing process. As part of this, the Group secured a new £4.5 million three-year term loan from HSBC, alongside a three-year £3.5 million Revolving Credit Facility, on 14 May 2025. The proceeds from the new facilities were used to: • Repay the existing loan facility with HSBC, on 14 May 2025; • Redeem 40% of the outstanding preference shares, including any accrued dividend at the time of settlement, between 25-29 May 2025; and • Settle the loan notes previously held by Kvika Banki hf, which were secured by a fixed and floating charge over all assets of the Group, on 16 June 2025. This refinancing strengthens the Group’s capital structure and provides increased flexibility to support its ongoing strategic initiatives.
In addition, on 16 May 2025, the company made significant repayments of some of it’s long-term inter-company loans and received dividends from subsidiary entities as follows: • £3,231,033 paid to Celtic Sheepskin & Co Limited to fully repay the inter-company loan payable; • £1,000,000 paid to Kettlewell Colours Limited to partially repay the inter-company loan payable; • £3,231,033 dividend distribution received from Whitworth CS Holdings Limited; and • £1,000,000 dividend distribution received from Kettlewell Colours Limited. The repayment of inter-company loans and subsequent dividends received, creates further distributable reserves within the Company. On 11th July 2025, Refined Brands USA Corp., was incorporated in Delaware, USA and is a 100% owned subsidiary of Refined Brands Limited.

Refined Brands Limited

Notes to the Financial Statements

Period from 29 January 2024 to 26 January 2025

30 | Application of new and revised International Financial Reporting Standards (IFRSs)

New and amended Standards and Interpretations applied
None of the new or amended IFRS Standards, effective from 1 January 2024, had an effect on the financial statements:
• Supplier Finance Arrangements - effective 1 January 2024
• Amendments to IAS 1 Presentation of Financial Statements - effective 1 January 2024
• Lease Liability in a Sale and Leaseback (Amendments to IFRS 16) - effective 1 January 2024
New and revised Standards and Interpretations in issue but not yet effective
At the date of authorisation of these financial statements, the Group has not early adopted the following amendments to Standards and Interpretations that have been issued but are not yet effective:
Lack of Exchangeability (Amendments to IAS 21) - effective 1 January 2025
Classification & Measurement of Financial Instruments (Amendments to IFRS 9 & IFRS 7) - effective 1 January 2026
Annual Improvements - Volume 11 (IFRS 1, 7, 9, 10 & IAS 7) - effective 1 January 2026
Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 & IFRS 7) - effective 1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements-Basis for Conclusions - effective 1 January 2027
IFRS 18 Presentation and Disclosure in Financial Statements-Illustrative Examples - effective 1 January 2027
None of the above amendments are anticipated to have a material impact on future financial statements.