REGISTERED NUMBER: 02098726 (England and Wales)

Group Strategic Report,

Report of the Director and

Consolidated Financial Statements

for the Year Ended 31 March 2025

for

Jo-Y-Jo International Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

17

DIRECTOR:

M Fosbury

REGISTERED OFFICE:

Basil Chambers 3rd Floor

65 High Street

Manchester

M4 1FS

REGISTERED NUMBER:

02098726 (England and Wales)

AUDITORS:

SB&P

Chartered Accountants & Statutory Auditors

Oriel House

2-8 Oriel Road

Bootle

Liverpool

Merseyside

L20 7EP

The director presents his strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

The director is satisfied with the performance of the group in the current environment. The marketplace continues to be extremely competitive with price pressure in all areas of the supply chain. This pressure is only expected to increase over time. The director is confident that the resources in place in terms of operations, funding, staffing, suppliers and less tangible resources such as experience and knowledge will contribute to the continued success of the business into the future.

Turnover has risen by £8,663,574 following a decision by the directors last year to return some strategic accounts to "landed" accounts, as opposed to Free on Board, Freight rates remain the main factor in deciding whether to trade FOB or landed.

PRINCIPAL RISKS AND UNCERTAINTIES

There are many risks facing the group.

Competition:

Increased competition threatens market share and keeps pressure on pricing. This is mitigated by customers reducing their supplier base. As a larger, multi product supplier, we are more likely to be able to be accepted as a core supplier.

Working capital risk:

The group uses its facilities with the bank in order to manage cash flow throughout the year. The board therefore monitors cash and cash flow projections closely to ensure the business trades within any limits set.

Financing:

The group makes use of banking facilities, as a result it closely monitors cash and cash flow projections and the board will take appropriate actions when necessary. Higher interest rates are not beneficial to the group.

Customer relationships:

The group manages the risk of losing key customers by regularly evaluating the products provided and maintaining a strong relationship with them.

Freight Costs:

The group has been significantly hit by unprecedented rises in the cost of freight. But this risk has abated during 2025-2026.

Currency:

The group faces risks of movements on foreign exchange. To mitigate these risks the group covers all expected foreign exchange exposure.

On the basis of their assessment of the group's financial position and its work mitigating the various risks, the group's director has a reasonable expectation that the group will be able to continue in operation for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

KEY PERFORMANCE INDICATORS

The director consider the key financial performance indicators to be sales and gross profit. The director also continue to focus on controlling costs to maximise contribution.

31 March 2025

31 March 2024

£

£

Turnover

35,487,779

27,693,239

Gross profit

4,560,065

4,353,164

The directors also focus on a number of non financial performance indicators such as staff wellbeing and development, customer conversion rates and product innovation.

FINANCIAL INSTRUMENTS

The group's financial risk management objective is broadly to seek to make neither profit nor loss from exposure to currency or interest rate risks. Its policy is to finance working capital through retained earnings and through borrowings at prevailing market interest rates, and to fix the sterling cost of imported components by entering into forward exchange contracts at the time of ordering. The group does not use hedge accounting. The group's exposure to the price risk of financial instruments is therefore minimal as the counter party to all financial instruments is its bankers. It is also exposed to minimal credit and liquidity risks in respect of these instruments. Its cash flow risk in respect of forward currency purchases is also minimal as it aims to pay its suppliers in accordance with their stated terms, matching the maturity of the currency purchases.

FUTURE DEVELOPMENTS

The director is confident about performance for the next financial period. It is expected that the marketplace will remain extremely competitive for the foreseeable future. The group will continue to focus on adapting to the challenges of the fashion industry, evolving market conditions and economical changes. Market conditions remain uncertain, particularly as a result of the impacts of increased freight costs, however the director believes that the group will be well placed to adapt to any changes that this may bring.

ON BEHALF OF THE BOARD:

M Fosbury - Director

24 December 2025

The director presents his report with the financial statements of the company and the group for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of importing and merchandising of fashion clothing.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2025.

DIRECTOR

M Fosbury held office during the whole of the period from 1 April 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

M Fosbury - Director

24 December 2025

Opinion

We have audited the financial statements of Jo-Y-Jo International Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2025 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Director 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

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

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

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

-	certain disclosures of director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has 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.

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

- We obtained an understanding of the legal and regulatory frameworks applicable to the Group and the sector in which it operates. We determined that the following laws and regulations were most significant: the Companies Act 2006, UK corporate tax laws, UK employment laws and UK health and safety regulations.

- We obtained an understanding of how the Group is complying with those legal and regulatory frameworks by making enquiries of management, reviewing the board meeting minutes, reviewing the Group's accident book, reviewing the schedule of ongoing and potential claims against the Group including those notified to their insurers, and reviewing the legal costs incurred in the year and enquiring with management to the circumstances around these legal costs.

- We assessed the susceptibility of the Group's financial statements to materiality misstatement, including how fraud might occur. Audit procedures performed by the audit engagement team included:

- identifying the controls that management has in place to prevent and detect fraud;

- challenging assumptions and judgements made by management in its significant accounting estimates;

- auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;

- assessing the extent of compliance with the relevant 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.

Suzanne Draper FCCA ACA (Senior Statutory Auditor)

for and on behalf of SB&P

Chartered Accountants & Statutory Auditors

Oriel House

2-8 Oriel Road

Bootle

Liverpool

Merseyside

L20 7EP

24 December 2025

TURNOVER

3

35,487,779

27,693,239

Cost of sales

30,927,714

23,340,075

GROSS PROFIT

4,560,065

4,353,164

Distribution costs

1,951,216

1,620,420

Administrative expenses

2,534,034

2,424,308

4,485,250

4,044,728

OPERATING PROFIT

5

74,815

308,436

Interest receivable and similar income

7

329,795

165,517

404,610

473,953

Interest payable and similar expenses

8

363,522

265,364

PROFIT BEFORE TAXATION

41,088

208,589

Tax on profit

9

(4,065

)

29,887

PROFIT FOR THE FINANCIAL YEAR

45,153

178,702

Profit attributable to:

Owners of the parent

45,153

178,702

PROFIT FOR THE YEAR

45,153

178,702

OTHER COMPREHENSIVE INCOME

Currency translation difference

-

(2,912

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

(2,912

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

45,153

175,790

Total comprehensive income attributable to:

Owners of the parent

45,153

175,790

FIXED ASSETS

Tangible assets

11

2,387,888

120,682

Investments

12

-

-

2,387,888

120,682

CURRENT ASSETS

Stocks

13

3,109,147

1,852,839

Debtors

14

10,598,125

9,055,491

Cash at bank and in hand

572,508

1,031,455

14,279,780

11,939,785

CREDITORS

Amounts falling due within one year

15

9,694,997

6,225,581

NET CURRENT ASSETS

4,584,783

5,714,204

TOTAL ASSETS LESS CURRENT LIABILITIES

6,972,671

5,834,886

CREDITORS

Amounts falling due after more than one year

16

1,092,632

-

NET ASSETS

5,880,039

5,834,886

CAPITAL AND RESERVES

Called up share capital

22

250,000

250,000

Retained earnings

23

5,630,039

5,584,886

SHAREHOLDERS' FUNDS

5,880,039

5,834,886

The financial statements were approved by the director and authorised for issue on 24 December 2025 and were signed by:

M Fosbury - Director

FIXED ASSETS

Tangible assets

11

-

-

Investments

12

250,000

250,000

250,000

250,000

TOTAL ASSETS LESS CURRENT LIABILITIES

250,000

250,000

CAPITAL AND RESERVES

Called up share capital

22

250,000

250,000

SHAREHOLDERS' FUNDS

250,000

250,000

Company's profit for the financial year

-

-

The financial statements were approved by the director and authorised for issue on 24 December 2025 and were signed by:

M Fosbury - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

250,000

5,409,096

5,659,096

Changes in equity

Total comprehensive income

-

175,790

175,790

Balance at 31 March 2024

250,000

5,584,886

5,834,886

Changes in equity

Total comprehensive income

-

45,153

45,153

Balance at 31 March 2025

250,000

5,630,039

5,880,039

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

250,000

-

250,000

Changes in equity

Balance at 31 March 2024

250,000

-

250,000

Changes in equity

Balance at 31 March 2025

250,000

-

250,000

Cash flows from operating activities

Cash generated from operations

1

417,985

(1,534,776

)

Interest paid

(363,522

)

(265,364

)

Tax paid

-

(351,867

)

Taxation refund

106,990

-

Net cash from operating activities

161,453

(2,152,007

)

Cash flows from investing activities

Purchase of tangible fixed assets

(2,374,913

)

(30,941

)

Sale of tangible fixed assets

81,954

-

Sale of fixed asset investments

448,836

-

Interest received

34,038

23,514

Net cash from investing activities

(1,810,085

)

(7,427

)

Cash flows from financing activities

New loans in year

1,200,000

-

Loan repayments in year

(8,037

)

-

Net cash from financing activities

1,191,963

-

Decrease in cash and cash equivalents

(456,669

)

(2,159,434

)

Cash and cash equivalents at beginning of year

2

1,009,912

3,169,346

Cash and cash equivalents at end of year

2

553,243

1,009,912

1.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

31.3.25

31.3.24

£

£

Profit for the financial year

45,153

178,702

Depreciation charges

33,550

46,617

Loss on disposal of fixed assets

5,795

-

Currency translation differences

-

(2,912

)

Finance costs

363,522

265,364

Finance income

(329,795

)

(165,517

)

Taxation

(4,065

)

29,887

114,160

352,141

Increase in stocks

(1,256,308

)

(1,091,148

)

Increase in trade and other debtors

(1,645,559

)

(3,471,769

)

Increase in trade and other creditors

3,205,692

2,676,000

Cash generated from operations

417,985

(1,534,776

)

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 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

572,508

1,031,455

Bank overdrafts

(19,265

)

(21,543

)

553,243

1,009,912

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

1,031,455

3,169,346

Bank overdrafts

(21,543

)

-

1,009,912

3,169,346

3.	ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank and in hand

1,031,455

(458,947

)

572,508

Bank overdrafts

(21,543

)

2,278

(19,265

)

1,009,912

(456,669

)

553,243

Debt

Debts falling due within 1 year

-

(99,330

)

(99,330

)

Debts falling due after 1 year

-

(1,092,632

)

(1,092,632

)

-

(1,191,962

)

(1,191,962

)

Total

1,009,912

(1,648,631

)

(638,719

)

1.	STATUTORY INFORMATION

Jo-Y-Jo International Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention as modified by the revaluation of fixed asset investments and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006.

Critical accounting judgements and key sources of estimation uncertainty

In preparing these financial statements, the directors have had to make the following judgements:

Accruals and provisions

Accruals and provisions are made by management using their best estimate of amounts due at the period end. Further specialist advice will be taken by the directors where it is determined that this is required, in order to aid them with these decisions.

Recoverability of related party balances

Management has assessed the recoverability of related party balances by reference to available financial information within the group and the likelihood of the balance being settled in the future.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover is recognised on dispatch of goods to customers.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Long leasehold - on cost over 60 years

Fixtures and fittings - 25% on cost

Motor vehicles - 20% on cost

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Stock value includes costs incurred in bringing the stock to its present location and condition.

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 consolidated statement of comprehensive income.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

The group's business activities are set out in the strategic report on page 4.

The director has no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the group to continue as a going concern.

On the basis of their assessment of the group's financial position, the group's director has a reasonable expectation that the company will be able to continue in operation for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

Financial instruments

The group enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable.

Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.

Financial assets are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income.

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

A disregard election has been submitted. No tax is due on the fair value adjustment.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

31.3.25

31.3.24

£

£

United Kingdom

35,043,967

27,693,239

Europe

443,812

-

35,487,779

27,693,239

4.	EMPLOYEES AND DIRECTORS

31.3.25

31.3.24

£

£

Wages and salaries

1,818,786

2,053,392

Social security costs

252,915

267,290

Other pension costs

95,058

78,089

2,166,759

2,398,771

The average number of employees during the year was as follows:

31.3.25

31.3.24

Management and administration

3

3

Distribution, sales and design

27

25

30

28

31.3.25

31.3.24

£

£

Director's remuneration

-

-