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Joe Browns Ltd
Registered number: 02540247
Annual report and
financial statements
For the year ended 30 June 2025
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JOE BROWNS LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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JOE BROWNS LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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JOE BROWNS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2025
The directors present their Strategic Report and the audited financial statements for the year ended 30 June 2025.
The Statement of Comprehensive Income, which is set out on page 13 shows the business turnover increasing from £40.6m to £44.8m, a rise of over 10%.
This rise was primarily in sales to its own customers and marketplace partners. Retail sales also saw an increase, while Wholesale turnover fell. Much of this was due to partners continuing their move away from buying wholesale and towards a direct dispatch model.
Following a thorough review of the factors contributing to the fall in turnover in FY24, changes were made to the design and development process to address some of the desirability issues. In addition, work was done to rebalance the proportion of options and stock intake between the main and mid-season launch. This ensured a stronger customer offer and longer selling window for key styles.
During the year, the business saw an increase in gross margin from 60.0% to 61.8%. This was the result of selling less product with a discount enabled by the work done to increase the product's appeal.
Marketing expenditure decreased by £0.9m as the Company successfully sought to market more efficiently to its customers. This was assisted by a move towards online marketing, which offers a more agile platform to attract sales than traditional paper-based marketing.
The Company continues to avoid the heavy discounting tactic used by its competitors to engage customers, believing this strategy doesn’t offer a sustainable solution to the headwinds faced in the marketplace. Instead, the Board believes continuing to invest in the brand better serves the Company's long-term interests.
Employment costs rose £0.7m during the year as the Company continued to enhance its team, especially in e-commerce. This aimed, as always, to improve the consumer’s online experience and provide more actionable insights into customers’ online behaviour. The rise in employment costs also reflects external factors, including changes to National Insurance rates and an uplift in the National Minimum Wage, both of which contributed to higher overall payroll expenses..
Overheads were £0.4m favourable year on year, with increases in Rent and Rates charges due to a full year of the White Rose store trading impacting FY25. However, this was offset by significant savings elsewhere. The Company remains committed to monitoring all aspects of expenditure and seeks to be as efficient as possible.
Operating profit increased by £3.6m in the financial year, leading to a profit before tax of £2.0m, and EBITDA increased by £3.6m to £2.4m.
The Company continued holding healthy cash reserves to exploit market opportunities and insure against business shocks.
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JOE BROWNS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
Business environment
The Company continues to operate in a very competitive market. Many brands provide consumers with clothing, homeware, and accessories through multi-channel models. To insulate against market shifts, Joe Browns Limited constantly monitors its competitors and recognises the need to invest carefully in all areas of its business. This is especially important at the touchpoints the customers have with the label, as this is where the most value can be added to the shopper’s experience.
Emphasis remains on product quality, range, and branding. The Company continues to invest in its website, and while paper marketing remains an important part of its strategy, it is evolving towards a more e-commerce focused plan.
The Company maintains a focus on sustainability, a key concern for its customers and the fashion industry. It has committed to minimising the negative environmental and social impacts associated with manufacturing, transporting, and packaging the goods it sells.
Future developments
The Company will continue to invest in retaining existing customers, reactivating lapsed customers and recruiting new customers. It believes that increasing the number of shoppers and keeping those already engaged with the brand offers the best opportunity to increase sales and profitability.
The Company remains committed to enhancing operational efficiency, supported by robust cost management practices.
Principal risks and uncertainties
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The Company's board has developed a framework for identifying risks and uncertainties that may impact its performance. It focuses on, but is not limited to, the following:
∙Changing consumer spending habits - this is managed by frequent analysis of external trends, closely monitoring product sales and the behaviour of its customers, potential customers and competitors.
∙Inflation - the Company recognises that inflation continues to give its customers concerns about their cost of living. It realises that any future prolonged period of inflation will impact consumers’ purchasing habits again as real incomes suffer.
∙Adverse exchange rate fluctuations - the Company is vulnerable to falls in the value of the GBP relative to the USD, as many of its suppliers price in USD. To combat this, it purchases USD in advance of the applicable season. However, it recognises that this is a short-term measure and that long-term currency risk and the inherent pressure on prices are best managed by investment in the brand so that consumers’ desire to be associated with its products is as price-inelastic as possible.
∙Supplier failure – the Company endeavours to build strong relationships with its supply base and consistency is continually monitored through various indicators such as scorecards and visits. Any supplier considered at risk of collapse or suffering from issues that may cause severe delays is replaced.
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JOE BROWNS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
∙Brand reputation - the Company constantly monitors its brand perception via customer interaction and social and traditional media. It also continually invests in the brand to maximise its resilience.
∙Financial risk - the Company maintains a large cash balance to insulate against significant financial shocks. This also ensures that it is not beholden to any lender for its short or long-term financing requirements.
∙Environmental and social concerns - the Company has implemented systems to monitor environmental and social risks within its supply chain. It recognises that failing to manage these risks could severely damage the brand’s reputation.
∙Cybersecurity - the Company has implemented a comprehensive Cybersecurity policy which addresses areas such as compliance, data safeguarding and maintaining digital assets.
Financial key performance indicators
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Key performance indicators used by the directors to monitor the Company include the following:
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Gross margin as % of turnover
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Statement of Compliance with Section 172 (1) Companies Act 2006
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The board of directors of Joe Browns Limited consider that both individually and together for the year ended 30 June 2025 they have acted in the way they consider, in good faith, would be the most likely to promote the success of the Company for the benefit of its members as a whole and having regard to the matters set out in s.172 (1) (a) to (f) as below:
a) The likely consequences of any decision in the long term;
b) The interests of the Company’s employees;
c) The need to foster the Company’s business relationships with suppliers, customers and others;
d) The impact of the Company’s operations on the community and the environment;
e) The desirability of the Company maintaining a reputation for high standards of business conduct; and
f) The need to act fairly between members of the Company.
(a) The likely consequences of any decision in the long term:
The directors acknowledge that all decisions should be based on the Company's and its stakeholders' long-term interests. The impact of any decision is discussed, and one of the factors weighed in that discussion is its lasting implications. The Company’s dividend policy reflects this. The effect of the timing and quantum of the dividend is balanced against the interests of the other parties, which are crucial to the sustainability of the business. This ensures that dividends are only paid when they will not detrimentally affect the stakeholders' current or future interests. For example, care is taken to ensure the Company retains enough funds to be able to take advantage of any profitable investments at a later date.
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JOE BROWNS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
(b) The interests of the Company’s employees:
The directors affirm that the business cannot function without its employees' goodwill, hard work and dedication. It knows that the key to maintaining this relationship is ensuring that the employee’s interests align with the Company’s. The Company regularly seeks the views of colleagues. A senior director chairs an employee forum, attended by employee representatives from all departments who are encouraged to share feedback. The aim is to foster an honest and forthright interaction between all employees. Management provide weekly updates detailing the Company’s performance to its employees. In addition, the directors visit the Company’s other locations regularly.
(c) The need to foster the Company’s business relationships with suppliers, customers and others:
The directors recognise that one of their core responsibilities is to encourage the development of connections with suppliers and customers. Colleagues understand the importance of maintaining fair and respectful relationships with the Company’s partners outside the organisation and that this is crucial to the success of the Company. Suppliers and wholesale customers are engaged regularly to strengthen these bonds. The Company’s board knows it cannot successfully exist without engaging with its customers. The business maintains various social media links and employs colleagues to generate, monitor and respond to posts. It also operates a customer-specific contact centre. Interactions with this service are aggregated and reported upon so that significant problems are pre-empted. The aim is to create an association that generates a lasting willingness to purchase.
(d) The impact of the Company’s operations on the community and the environment:
The directors know the business is nested in its local community and relies on civic amenities to function. It also draws many of its staff from the local area, so fosters good community relations. The Company is investing in sustainability to reduce its environmental impact by incorporating more recycled material into its range and packaging. Furthermore, the Company continues to support local charities through clothing and other donations.
(e) The desirability of the Company maintaining a reputation for high standards of business conduct:
The directors of the Company recognise their essential duty to ensure that the Company complies with the laws and regulations in each of the jurisdictions in which it operates. As part of our commitment to ethical and responsible business practices, the Company is a member of Sedex (Supplier Ethical Data Exchange). This membership supports our efforts to promote transparency, manage risk, and uphold high standards across our supply chain, particularly in areas such as labour rights, health and safety, environmental impact, and business ethics. The directors understand that reputational damage is a significant risk to the Company and strive to ensure that the policies and practices to avoid and mitigate this risk are of the highest standard.
The Company upholds high standards of conduct across all areas of the business. A comprehensive Employee Handbook outlines key policies, including whistleblowing procedures to ensure colleagues can raise concerns safely and confidentially.
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JOE BROWNS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
(f) The need to act fairly between members of the Company:
The directors know that the Company needs to consider the interests of its members equally. It also recognises that there will be occasions when members' interests are in conflict and that any contest should be resolved to balance those competing interests. Member views are sought if such a situation arises. Any decision taken is documented and explained in an open and accountable way so that all the members can see what actions were taken to reach a settlement.
This report was approved by the board on 27 October 2025 and signed on its behalf.
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JOE BROWNS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
The directors present their report and the financial statements for the year ended 30 June 2025.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures being disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £1,553,837 (2024 - loss £1,418,095).
No dividends (2024: £Nil) were paid to ordinary shareholders during the year.
Going concern
The directors have assessed a period of at least 12 months from the date of approval of these financial statements and have considered the use of the going concern assumption appropriate in preparing these financial statements, including an exercise on the impairment of fixed assets and have not identified any factors that may give rise to uncertainty over the Company's ability to continue as a going concern.
Sales have increased during the year, the gross margin has improved alongside reduced marketing costs and efficiencies in the cost of taking and dispatching of orders.
The Company continues to have a significant cash position of £8.5m (2024: £7.3m), a strong net current asset position at £15.0m (2024: £13.1m) and net asset position of £16.7m (2024: £15.1m).
The Company’s healthy cash balance at the year-end gives it strength and flexibility, particularly in buying decisions. This, along with the other factors included within the Business Review and Future Developments section of the Strategic Report, supports the director's assessment that no factors give rise to a material uncertainty over the going concern assumption.
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JOE BROWNS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
The directors who served during the year were:
D T Abbott (resigned 30 September 2024, appointed 9 October 2024, resigned 27 December 2024)
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D M Bannerman (appointed 30 September 2024)
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N A Reed (appointed 30 September 2024)
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Qualifying third party indemnity provisions
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The Company has made qualifying third-party indemnity provisions for the benefit of its Directors which were made during the year and remain in force at the date of this Annual Report.
Greenhouse gas emissions, energy consumption and energy efficiency action
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The Company is required to report its annual greenhouse gas emissions pursuant to the (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 ("Regulations"). The 2018 regulations, known as Streamlined Energy and Carbon Reporting (SECR), came into effect on 1 April 2019, and the Company is required to report the emissions and energy consumption for this year to 30 June 2025 to coincide with the financial reporting period.
Following the location-based methodology, 415,506 kWh (2024: 429,888 kWh) of scope 2 energy and 228,702 kWh (2024: 222,759 kWh) of scope 1 natural gas has been consumed in relation to the Company's UK premises, resulting in 127,860 kgCO2e (2024: 129,751 kgCO2e). In addition, under scope 1, the energy consumption of 32,852 kgCO2e (2024: 35,426 kgCO2) resulted from transport usage. During the year, no specific steps were taken to lower energy consumption.
Emissions per employee have been considered to be an appropriate intensity ratio - average emissions per employee for the year were 908 kgCO2e (2024: 913 kgCO2e), and the Company aims to lower this where possible in future.
Matters covered in the Strategic Report
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Certain information is not shown in the Directors’ Report is shown in the Strategic Report instead in accordance with Section 414C (11) of the Companies Act 2006. The Strategic Report includes a business review, future developments and information on the Company's key performance indicators.
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JOE BROWNS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 27 October 2025 and signed on its behalf.
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JOE BROWNS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JOE BROWNS LIMITED
Opinion
We have audited the financial statements of Joe Browns Limited (the ‘Company’) for the year ended 30 June 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 30 June 2025 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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JOE BROWNS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JOE BROWNS LIMITED
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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 Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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JOE BROWNS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JOE BROWNS LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
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JOE BROWNS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JOE BROWNS LIMITED
In addition, we evaluated the directors' and 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 posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to stock provisions, revenue recognition (which we pinpointed to the cut off assertion), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
Use of the audit 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.
Shaun Mullins (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
5th Floor
3 Wellington Place
Leeds
LS1 4AP
28 October 2025
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JOE BROWNS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
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Interest receivable and similar income
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Profit/(loss) for the financial year
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There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
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There was no other comprehensive income for 2025 (2024: £NIL).
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The notes on pages 16 to 32 form part of these financial statements.
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EBITDA for the current year was £2,448,300 (2024: £(1,138,784)).
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JOE BROWNS LIMITED
REGISTERED NUMBER: 02540247
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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Capital redemption reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 October 2025.
The notes on pages 16 to 32 form part of these financial statements.
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JOE BROWNS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
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Capital redemption reserve
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Comprehensive expense for the year
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Total comprehensive expense for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 16 to 32 form part of these financial statements.
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Joe Browns Limited ("the Company") is a privately owned company, limited by shares, incorporated in England and Wales. The Company's registration number is 02540247. The address of its registered office and principal place of business is Kandy Works, Brown Lane East, Leeds, West Yorkshire, LS11 0BT.
The principal activity of the Company continues to be the sale of women's clothing, men's clothing, homeware and accessories under the Joe Browns brand via a mail order catalogue, its website and stores. The Company also operates a wholesale division which sells to a variety of other businesses ranging from public limited companies to small owner managed retail stores.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Kandy Works Properties Limited as at 30 June 2025 and these financial statements may be obtained from Companies House.
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
The directors have assessed a period of at least 12 months from the date of approval of these financial statements and have considered the use of the going concern assumption appropriate in preparing these financial statements, including an exercise on the impairment of fixed assets and have not identified any factors that may give rise to uncertainty over the Company's ability to continue as a going concern.
Sales have increased during the year, the gross margin has improved alongside reduced marketing costs and efficiencies in the cost of taking and dispatching of orders.
The Company continues to have a significant cash position of £8.5m (2024: £7.3m), a strong net current asset position at £15.0m (2024: £13.1m) and net asset position of £16.7m (2024: £15.1m).
The Company’s healthy cash balance at the year-end gives it strength and flexibility, particularly in buying decisions. This, along with the other factors included within the Business Review and Future Developments section of the Strategic Report, supports the director's assessment that no factors give rise to a material uncertainty over the going concern assumption.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Royalty income
Royalty income is recognised on an accruals basis in accordance with the substance of the agreements in place.
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Operating leases: the Company as lessee
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Payments under operating leases relate to the leases undertaken in respect of the three retail stores.
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in profit or loss using the effective interest method.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
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Impairment of fixed assets and goodwill
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Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price. Cost is based on the cost of purchase on a first in, first out basis.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
- 20 -
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
- 21 -
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
- 22 -
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The critical judgements that the directors have made in the process of applying the Company’s accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
Stock provision
The Company estimates any required impairment to the carrying value of stock by assessing the amount and value of obsolete and slow-moving stock, using their judgement of the future sales value generated by those stock items. Refer to Note 12 for details of impairment losses recognised in stock.
Other sources of estimation uncertainty
Other sources of estimation uncertainty, that are not considered to give rise to an increased risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Royalty income recognition
The Company received royalty income over a period that is not co-terminus with the reporting date. For these periods the Company estimates whether the Company will achieve their targets that generate the royalties and the amount of income that should be recognised, using their judgement based on historical performance.
Determining residual values and useful economic lives of tangible assets
The Company depreciates tangible assets over their estimated useful lives. The estimation of the useful lives of tangible assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied. Judgement is also applied when determining the residual values for fixed assets. When determining the residual value, the directors have assessed the amount that the Company would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful life. Where possible this is done with reference to external market prices.
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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An analysis of turnover by class of business is as follows:
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Analysis of turnover by country of destination:
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The operating profit is stated after charging/(crediting):
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Depreciation of tangible fixed assets
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Impairment of tangible fixed assets
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Other operating lease rentals
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During the year, the Company obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated financial statements of the parent Company.
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- 24 -
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Selling, distribution and office
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 2 directors (2024 - 1) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £321,537 (2024 - £149,726).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £11,515 (2024 - £NIL).
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- 25 -
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Other interest receivable
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustment to tax charge in respect of previous periods
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Taxation on profit/(loss) on ordinary activities
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- 26 -
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
10.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of prior periods
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Adjustment to tax charge in respect of previous periods - deferred tax
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Other differences leading to an increase / (decrease) in the tax charge
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
- 27 -
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Finished goods and goods for resale
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During the year, an impairment of £33,161 (2024: reversal of impairment of £50,263) was recognised within cost of sales in the Statement of Comprehensive Income.
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- 28 -
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Amounts owed by parent undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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- 29 -
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Fixed asset timing differences
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Short term timing differences
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The dilapidation provision is held against 3 stores which matures at varying dates.
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- 30 -
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Allotted, called up and fully paid
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8,511 (2024 - 8,511) Ordinary shares of £1.00 each
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2,719 (2024 - 2,719) A Ordinary shares of £1.00 each
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The A Ordinary shares rank above Ordinary shares for return of capital. All shares have equal voting rights and dividend rights in accordance with the Articles of Association.
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Share premium account
The share premium account includes the premium on issue of equity shares, net of issue costs. The share premium account is a non distributable reserve.
Capital redemption reserve
The capital redemption reserve contains the nominal value of own shares that have been acquired by the Company and cancelled. The capital redemption reserve is a non distributable reserve.
Profit & loss account
The profit and loss account represents cumulative profits or losses net of dividends declared and other adjustments.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £200,049 (2024: £109,382). Contributions totalling £31,542 (2024: £20,993) were payable to the fund at the reporting date and are included in creditors.
- 31 -
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JOE BROWNS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Commitments under operating leases
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At 30 June 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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During the year services were provided to the Company by a related party of £Nil (2024: £22,500). The amount payable at the year end was £Nil (2024: £Nil).
During the year services were provided to the Company by key management personnel of £40,949 (2024: £47,808). The amount payable as at the year end was £4,500 (2024: £5,702).
The Company has taken advantage of the exemption conferred by FRS 102 Section 33 not to disclose transactions with wholly owned members of the Group headed by Kandy Works Properties Limited.
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At the year end the ultimate parent company was Kandy Works Properties Limited, a company registered in England and Wales. It is also the immediate parent company and the smallest and largest entity into which the Company's results are consolidated.
The directors do not believe there is a single ultimate controlling party.
- 32 -
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