REGISTERED NUMBER: 07090715 (England and Wales)

Page

Company Information  

1

Strategic Report  

2

Report of the Directors  

7

Report of the Independent Auditors  

9

Income Statement  

13

Other Comprehensive Income  

14

Balance Sheet  

15

Statement of Changes in Equity  

17

Cash Flow Statement  

18

Notes to the Cash Flow Statement  

19

Notes to the Financial Statements

20

DIRECTORS:

R Banka

M Jain

REGISTERED OFFICE:

2nd Floor

314 Regents Park Road

Finchley

London

N3 2JX

REGISTERED NUMBER:

07090715 (England and Wales)

SENIOR STATUTORY AUDITOR:

Kunal Vyas

AUDITORS:

Ashford Associates (UK) Ltd

Statutory Auditors

74a High Street

Wanstead

London

E11 2RJ

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

Business Development for 2024

The business environment in 2024 did not materialize as per earlier expectations. While H1 2024 performance was relatively fair, the second half of the year was impacted by weaker global demand and adverse market conditions. Luxury brands continued to experience lower sales, particularly in China, leading to delays in deliveries and reduced forecasts. Our business was also affected as its key markets, Japan and Italy, moved at a slow pace during H2 2024.

Additionally, the weaker Japanese Yen from Q2 promoted local spinning and reduced import demand, impacting new business and deliveries. Wool prices remained at historically low levels, further affecting margins. Competitive pressures also increased with upcoming capacity in Vietnam and benefits from FTA on imports from Vietnam.

Overall, lower demand in H2 resulted in reduced utilization, and business performance fell short of the positive outlook shared last year.

PRINCIPAL RISKS AND UNCERTAINTIES

The demand for yarns (especially the high quality and high value yarns in which the company trade) are directly linked to the fashion industry and the economy in general. However, the quality of yarns is expected to give the company an edge to compete well in the market.

The company's principal financial instruments comprise of bank balances, trade creditors and trade debtors. The main purpose of these instruments is to fund the ongoing working capital.

In respect of the bank balance, the liquidity risk is managed by maintaining a balance between the funding requirements to support operational and other ongoing activities and parent company support. The company's liquidity risk management includes reviewing cash projections and considering the level of liquid assets in relation thereto, and monitoring balance sheet liquidity on a regular basis.

Majority of trade debtors are insured, such that the company will receive a proportion of the face value of the invoice in case of default. Trade debtors are also managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors risk is managed by balancing purchases in line with sales and by ensuring sufficient funds are available to meet amounts due.

Future Strategy: Outlook 2025

The year was the worst performing year in last 30 years for textile business and specially for the worsted sector. With the uncertainty of USA Import tariffs from various countries, the Luxury brands were not able to forecast and place orders as all the countries started to negotiate the tariff with USA. Further, with the Russia / Ukraine , Middle East conflict added to dampen the consumer confidence and overall the retail sales were also very low. This can be seen in the slide below:-

Luxury Resilience Belongs to Strongest Brands

Key Theme

The 2025 landscape shows a clear bifurcation between ultra-luxury resilience and broader market softness.

Performance Highlights

Hermès & Prada: Strong growth and margins driven by exclusivity, pricing power, and brand strength. Hermès maintains resilience despite softness/tariff headwinds. Prada projects growth, strong in Asia.

LVMH: Absorbs ~4% organic H1 revenue impact yet remains diversified across geographies.

Kering: Weaker due to Gucci/YSL struggles; mitigating through cost efficiency and tighter distribution.

Burberry: Solid sales despite reliance on Asia manufacturing.

Capri Holdings: Suffering demand softness; refocusing portfolio (e.g. Versace divestiture, refocus on Michael Kors/Jimmy Choo).

VF Corp: Signs of stabilization under Project Reset, though Vans contraction drags performance.

Inditex, PVH: Impacted by tariff inflation and cost pressures.

Geopolitical and Tariff Context

Country-specific tariffs:

Thailand 19%, Vietnam 20%, India 25%, China 30%, EU 15%.

Tariff uncertainty forces brands to operate hand-to-mouth, impacting supply chains and order volumes.

Challenges & Risks

Margin Compression - Import duties risk cutting EBIT unless buffered by price adjustments.

Consumer Pushback - Rising prices may dampen discretionary demand among luxury shoppers.

Geopolitical Unpredictability - Policy shifts increase compliance complexity and sourcing risks.

Brand Identity Tension - Local production risks clashing with heritage-led brand positioning.

Takeaway

Exclusivity, heritage, reach, innovation, and discipline are the differentiators that separate resilient luxury brands from those most exposed to tariff and market headwinds.

To overcome these issues, Indorama, Thailand started a greenfield Dyeing / Wool Treatment plant in Thailand with a goal to increase our portfolio offering dyed yarns to existing and new customers / markets. We were not present in Flat knitting sector as it is mostly dyed yarns. This will help Thailand operation to get more customers and volumes including Europe. Fine yarn demand will continue to be low as there is a shift in formal fabric / suits demand as consumer is going more casual and in knitted garments. Here, we should  be able to get market share with our new dyeing plant.

Future Strategy : Outlook 2026

We are seeing some improvement in demand in Europe but still not at normal level. With our new portfolio, we should be able to get additional volumes but will take time as 1st we have to get approval of shade / do a small trial before getting bulk orders. But we will see an improvement in 2026.

We are now doing sampling with HVA products with some brands and are at the final stage of approval.

With addition of dyeing, we are now seeing brands approaching us like Inditex ( Zara / H&M ) for supply and development of yarns.

Key performance indicators

The directors use the following key financial and non financial indicators to measure performance:

Turnover - The company has made a sale amounting to €11,734,557 during the year (2023: €22,804,552). While the first half of 2024 delivered a fair performance supported by carryover demand, the second half was significantly impacted by weak luxury retail sales, particularly in China, and slower movement in key markets like Japan and Italy. Weaker Japanese Yen, historically low wool prices, and increased competition from new capacity in Vietnam under FTA provisions further pressured utilization and margins. Overall, demand remained below expectations, leading to lower volumes and revenue as compared to 2023.

Debtors - All trade debtor balances are managed by setting limits for customers and by regular review of aged debtors list and collection history. All trade debtors are required to be 90% insured and 120-days post year end recoverability seeing a 98% (2023: 98%) recoverable.

Quality - The quality of yarn is thoroughly monitored to ensure it is of the highest possible standard.

SECTION 172(1) STATEMENT

This section of the Strategic Report describes how the Directors have had regard to the matters set out in section 172(1) (1) to (11) and forms the Directors' statement required under section 414C(11), ofThe Companies Act 2006. The Directors consider that they have, in good faith, promoted the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

1. Long-term decisions

The Board is focused on the long-term success of the Company and makes decisions to deliver long-term security and commercial performance. The Board considers and balances the needs of its employees, customers, and other business contacts. All key decisions are scrutinised by the Board and assessed on the balance of risk, reward, and overall strategy in line with the code of corporate governance.

2. Employees

The company has two directors and no other employees.

3. Business relationships

The Company has been built on solid relationships with its customers and professional advisers. Our customers are at the heart of everything we do. We use email and social platforms to update them about new offers and services and regularly review and feedback we receive to understand how we can improve their experience. The Company provides a fair service with no hidden costs or restrictive terms for customers.

We are reliant on external suppliers for a number of key specialist services such as legal, public relations and advisory. The Company believes in fair treatment of suppliers who are all paid within standard terms.

4. Community and environment

We follow the desired guidelines for shipping goods into various countries (e.g. REACH), additionally we are following highest sustainable credentials for yarns (e.g. GOTS/GRS/RWS/Oekotex). The parent company in Thailand seconded 10 students in the community every year for education.

5. Business conduct

The Company has been built on its impeccable conduct and high business standards. The Board recognise the value in maintaining these vales and the reputation which has been built on them. All employees and Board members are expected to adhere to these standards which are regularly communicated throughout the Company.

Communication, monitoring, and review are key to the Company maintaining the high ethical standards and conduct expected. Risks to the business are continually monitored and communicated within the Company to promote high business standards.

6. Interaction between members

The Board acts in the best interests of all of its members, ensuring a consistent and impartial approach is taken, aiming for a fair outcome for all. The Board are committed to clear and frequent communications with its members.

7. Future developments

The company's strategy remains focused on moving into the HVA Knitting yarn sector and expanding its portfolio with the addition of a Dye House with wool treatment in Thailand. With this addition, the product range will be completed with most of the activity happening in Asia and outside of China. The company is ideally located in terms of logistics and will be able to strengthen its position in the dyed yarn market in Asia and Europe.

During 2024, the Company has started sampling with HVA products with selected brands and is now at the final stage of approvals. With the addition of dyeing capability, we are seeing interest from global brands such as Inditex (Zara, H&M) for supply and development of yarns. Although demand in Europe is improving gradually, it is not yet back to normal levels. We expect that with the new portfolio and brand approvals, additional volumes will materialise, but this will take time as customers first require shade approvals and small trials before bulk orders are confirmed. We are confident of seeing improvement from 2026 onwards.

8. Financial risk management

The directors directly manage the risks of the Company. The board has implemented an appropriate framework to ensure that it has sufficient visibility of the Company's key risks and takes the opportunity to regularly review the adequacy and effectiveness of the controls and strategies for managing and mitigating these risks. Through management reports risks are highlighted and monitored to identify potential business risk areas and to quantify and address the risk wherever possible.

9. Commercial and general risks

Standard form contracts are provided for commercial use and to assist the commercial function to negotiate within approved parameters.

10. Credit risk

The company bears credit risk as it sells products to unrelated parties in various jurisdictions. In efforts to mitigate credit risk, it has credit insurance with a third party in Europe that provides protection to the company in the case of default.

11. Liquidity risk

The Company is funded through its own cash flows. Regular cash flow forecasts are performed for the Company in order to ensure sufficient cash is available from trading to cover future expenses and capital expenditures. The parent company in Thailand is financially very sound and will continue to support The Company for any uncertainties.

The directors actively consider other sources of funding to ensure that the Company has sufficient funds available for its operations.

ON BEHALF OF THE BOARD:

R Banka - Director

28 October 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

R Banka

M Jain

FINANCIAL INSTRUMENTS

The company's activities expose it to two key risks which are as follows:

Foreign currency risk

The company operates in various geographic locations and therefore foreign currency risk exposures are regularly reviewed.

Credit risk

Majority of trade debtors are insured, such that the company will receive a proportion of the face value of the invoice in case of default. Trade debtors are also managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Creditor payment policy

It is the Company's policy to:

- Settle the terms of payment with suppliers when agreeing the terms of each transaction.

- Ensure suppliers are aware of the terms of payment.

-Abide by the terms of payment.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

AUDITORS

The auditors,  Ashford Associates (UK) Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R Banka - Director

28 October 2025

Opinion

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report.  We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.  We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-

the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-

the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-

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

-

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

-

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

-

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page seven, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

the senior statutory auditor ensured the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

we identified the laws and regulations applicable to the company through discussions with directors and other management.

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including taxation legislation, data protection, anti­ bribery, employment, environmental, health and safety legislation and anti-money laundering regulations.

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence.

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit; and

we assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

¤ making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected relationships; tested journal entries to identify unusual transactions;

assessed whether judgements and assumptions made in determining the accounting estimates set out in note

of the company financial statements were indicative of potential bias; investigated the rationale behind significant or unusual transactions; and

in response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

¤ agreeing financial statement disclosures to underlying supporting documentation; reading the minutes of meetings of those charged with governance;

¤ enquiring of management as to actual and potential litigation and claims; and reviewing correspondence with HMRC and the company's legal advisers.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment by for example forgery, or intentional misrepresentation or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non­ compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Kunal Vyas (Senior Statutory Auditor)

for and on behalf of Ashford Associates (UK) Ltd

Statutory Auditors

74a High Street

Wanstead

London

E11 2RJ

28 October 2025

TURNOVER

3

11,734,557

22,804,552

Cost of sales

11,741,144

22,888,607

GROSS LOSS

(6,587

)

(84,055

)

Administrative expenses

39,086

65,025

(45,673

)

(149,080

)

Other operating income

16,534

14,231

OPERATING LOSS

5

(29,139

)

(134,849

)

Interest payable and similar expenses

6

108,434

134,036

LOSS BEFORE TAXATION

(137,573

)

(268,885

)

Tax on loss

7

-

(1,079

)

LOSS FOR THE FINANCIAL YEAR

(137,573

)

(267,806

)

LOSS FOR THE YEAR

(137,573

)

(267,806

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME

FOR THE YEAR

(137,573

)

(267,806

)

CURRENT ASSETS

Stocks

8

14,288,432

11,016,488

Debtors

9

774,709

1,439,080

Cash at bank

179,040

39,899

15,242,181

12,495,467

CREDITORS

Amounts falling due within one year

10

14,789,156

11,984,196

NET CURRENT ASSETS

453,025

511,271

TOTAL ASSETS LESS CURRENT

LIABILITIES

453,025

511,271

PROVISIONS FOR LIABILITIES

11

79,327

-

NET ASSETS

373,698

511,271

CAPITAL AND RESERVES

Called up share capital

12

12,079

12,079

Retained earnings

13

361,619

499,192

SHAREHOLDERS' FUNDS

373,698

511,271

The financial statements were approved by the Board of Directors and authorised for issue on 28 October 2025 and were signed on its behalf by:

R Banka - Director

Called up

share

Retained

Total

capital

earnings

equity

€   

€   

€   

Balance at 1 January 2023

12,079

766,998

779,077

Deficit for the year

-

(267,806

)

(267,806

)

Total comprehensive income

-

(267,806

)

(267,806

)

Total transactions with owners,

recognised directly in equity

-

-

-

Balance at 31 December 2023

12,079

499,192

511,271

Deficit for the year

-

(137,573

)

(137,573

)

Total comprehensive income

-

(137,573

)

(137,573

)

Total transactions with owners,

recognised directly in equity

-

-

-

Balance at 31 December 2024

12,079

361,619

373,698

Cash flows from operating activities

Cash generated from operations

1

(2,680,065

)

996

Interest element of hire purchase or finance

lease rental payments paid

(108,434

)

(134,036

)

Related parties

2,928,110

134,280

Tax paid

(470

)

(16,572

)

Net cash from operating activities

139,141

(15,332

)

Increase/(decrease) in cash and cash equivalents

139,141

(15,332

)

Cash and cash equivalents at beginning of

year

2

39,899

55,231

Cash and cash equivalents at end of year

2

179,040

39,899

1.

RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

€   

€   

Loss before taxation

(137,573

)

(268,885

)

Provision for quality claim

79,327

-

Finance costs

108,434

134,036

50,188

(134,849

)

Increase in stocks

(3,271,944

)

(193,310

)

Decrease in trade and other debtors

664,371

651,095

Decrease in trade and other creditors

(122,680

)

(321,940

)

Cash generated from operations

(2,680,065

)

996

2.

CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

€   

€   

Cash and cash equivalents

179,040

39,899