Company Registration No. 01413137 (England and Wales)
CLOVERBROOK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 MAY 2025
31 May 2025
PM+M Solutions for Business LLP
Chartered Accountants
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
CLOVERBROOK LIMITED
COMPANY INFORMATION
Director
S Chippendale
Company number
01413137
Registered office
Sandringham Court
Bentley Wood Way
Network 65 Business Park
Burnley
Lancashire
BB11 5PY
Auditor
PM+M Solutions for Business LLP
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
CLOVERBROOK LIMITED
CONTENTS
Page
Strategic report
1
Director's report
2
Independent auditor's report
3 - 6
Statement of income and retained earnings
7
Balance sheet
8
Notes to the financial statements
9 - 20
CLOVERBROOK LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MAY 2025
- 1 -

The director presents the strategic report for the period ended 31 May 2025.

Business review

The principal activity of the company is the sale of high-performance knitted fabrics and trims for the leisurewear, sportswear, bedding, specialist, and automotive markets. The company trades with products sourced both, from its subsidiary company, Cloverbrook Textiles Egypt SAE, and also products commissioned from other UK suppliers.

The company specialises in

- Technical and performance fabrics

- Jersey fabrics

- Brushed fabrics

- Fabrics for print including a stock service

- Fabrics for the automotive market

- Fabrics for the bed market

- Fabrics for print

- Other technical fabrics

- Knitted trims, collars, cuffs, and ribs.

During the fourteen months period turnover was £1,183,950 compared to £1,279,973 for the previous period. The business produced an operating loss of £253,162, compared to an operating loss of £147,416 in the previous period.

The company sold its trading subsidiary, Cloverbrook Textiles Egypt for a book profit of £2,004,595 and has retained a trading and operational arrangement with the company for a period.

The company will look to focus on its UK trading operation in the forthcoming period

Principal risks and uncertainties

The principal risks to the company remain the group’s ability to manage international political and economic uncertainties; especially in the Middle East, globally post Brexit, the impact of the war in Ukraine and any significant change of direction by the leadership of the USA, and currency fluctuations.

Financial and other key performance indicators

Our key performance indicators include

- Sales and profit before taxation of the group against budget

- Cash flow against forecasts

- Level of debt to our principal bank measured as a % of equity and total available facility

In addition, the following indicators are monitored due to their importance in maintaining cost effectiveness, short term liquidity and profitability, and long term business:

- Sales order intake and order book

- Stock availability and stock turnover

- New product developments

- Product costs and gross margins

- Customer quality and delivery performance feedback

- Continuing performance review of our group formal industry quality accreditations (ISO9001, TS16149, 1SO14001).

S Chippendale
Director
18 February 2026
CLOVERBROOK LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 MAY 2025
- 2 -

The director presents his annual report and financial statements for the period ended 31 May 2025.

Principal activities

The principal activity of the company continued to be that of the sale of high-performance knitted fabrics and trims for the leisurewear, sports, bedding, industrial and automotive markets.

Results and dividends

The results for the period are set out on page 7.

No ordinary dividends were paid. The directors cannot recommend payment of a final dividend.

Director

The director who held office during the period and up to the date of signature of the financial statements was as follows:

S Chippendale
J Wilkinson
(Resigned 17 December 2025)
Auditor

The auditor, PM+M Solutions for Business LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of director's responsibilities

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the company since the year end.

On behalf of the board
S Chippendale
Director
18 February 2026
CLOVERBROOK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CLOVERBROOK LIMITED
- 3 -
Opinion

We have audited the financial statements of Cloverbrook Limited (the 'company') for the period ended 31 May 2025 which comprise the statement of income and retained earnings, the balance sheet and notes to the financial statements, including 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 company's affairs as at 31 May 2025 and of its profit for the period then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor'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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is 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. 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 our audit:

- the information given in the strategic report and the director's r eport for the financial period for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the director's report have been prepared in accordance with applicable legal requirements.

CLOVERBROOK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CLOVERBROOK LIMITED (CONTINUED)
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the director's r eport.

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 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 director's r esponsibilities s tatement, 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 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

CLOVERBROOK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CLOVERBROOK LIMITED (CONTINUED)
- 5 -

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered the following:

- the nature of the industry and sector, control environment and business performance including the design of the Company's remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- the matters discussed among the audit engagement team and relevant specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud;

- a ny matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:

  - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

  - detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

  - the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: timing of recognition of commercial income, posting of unusual journals and complex transactions; and manipulating the Company's performance profit measures and other key performance indicators to meet remuneration targets and externally communicated targets. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety regulations, pensions legislation and tax legislation.

Audit response to risks identified

Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and

- in addressing the identified risks of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

CLOVERBROOK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CLOVERBROOK LIMITED (CONTINUED)
- 6 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Daniel Bowles BFP ACA FCCA (Senior Statutory Auditor)
For and on behalf of PM+M Solutions for Business LLP, Statutory Auditor
Chartered Accountants
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
20 February 2026
CLOVERBROOK LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE PERIOD ENDED 31 MAY 2025
- 7 -
Period
Year
ended
ended
31 May
31 March
2025
2024
Notes
£
£
Turnover
3
1,183,950
1,279,973
Cost of sales
(671,513)
(747,937)
Gross profit
512,437
532,036
Distribution costs
(103,371)
(98,006)
Administrative expenses
(662,228)
(581,446)
Operating loss
4
(253,162)
(147,416)
Interest payable and similar expenses
7
(765)
(1,732)
Other gains and losses
8
2,004,595
-
0
Profit/(loss) before taxation
1,750,668
(149,148)
Tax on profit/(loss)
9
(55,000)
-
0
Profit/(loss) for the financial period
1,695,668
(149,148)
Retained earnings brought forward
(2,540,365)
(2,391,217)
Retained earnings carried forward
(844,697)
(2,540,365)

The statement of income and retained earnings has been prepared on the basis that all operations are continuing operations.

CLOVERBROOK LIMITED
BALANCE SHEET
AS AT
31 MAY 2025
31 May 2025
- 8 -
31 May 2025
31 March 2024
Notes
£
£
£
£
Fixed assets
Tangible assets
10
29,537
47,006
Investments
11
352,962
3,468,238
382,499
3,515,244
Current assets
Stocks
13
173,039
121,763
Debtors
14
710,635
1,606,539
Cash at bank and in hand
5,867,679
74,554
6,751,353
1,802,856
Creditors: amounts falling due within one year
15
(2,531,663)
(2,401,774)
Net current assets/(liabilities)
4,219,690
(598,918)
Total assets less current liabilities
4,602,189
2,916,326
Creditors: amounts falling due after more than one year
16
-
0
(9,805)
Net assets
4,602,189
2,906,521
Capital and reserves
Called up share capital
20
176,499
176,499
Share premium account
21
5,246,887
5,246,887
Other reserves
23,500
23,500
Profit and loss reserves
22
(844,697)
(2,540,365)
Total equity
4,602,189
2,906,521

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 20 February 2026 and are signed on its behalf by:
S Chippendale
Director
Company registration number 01413137 (England and Wales)
CLOVERBROOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2025
- 9 -
1
Accounting policies
Company information

Cloverbrook Limited is a private company limited by shares incorporated in England and Wales. The registered office is Sandringham Court, Bentley Wood Way, Network 65 Business Park, Burnley, Lancashire, BB11 5PY.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Cloverbrook Holdings Ltd. These consolidated financial statements are available from its registered office, which is the same as this company.

1.2
Going concern

The company has adequate cash resources and working capital. This includes an amount of £true 1.5m due to a director, who has indicated he will not seek repayment for a period of at least one year from the signing of these accounts. The company is therefore not reliant on external funding to meet its day to day financial commitments. The directors closely monitor the financial performance of the company and are satisfied, despite the risks and uncertainties disclosed in the Strategic Report, that the company can meet its liabilities for a period of at least one year from the approval of these financial statements. Accordingly, the directors have adopted the going concern basis of accounting in preparing these financial statements.

1.3
Reporting period

The company extended its financial reporting date to enable inclusion of the effects of the sale of its overseas subsidiary in May 2025. The previous accounting period was 12 months long and hence comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.

1.4
Turnover

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:

CLOVERBROOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 10 -

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.5
Tangible fixed assets

Tangible fixed assets are measured at cost at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
14 - 33% Straight Line
Computers
10 - 33% Straight Line
Motor vehicles
20% Straight Line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment.

1.7
Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans to related parties.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

CLOVERBROOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 11 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies are recognised at transaction price.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

CLOVERBROOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 12 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.16

Finance costs

Finance costs are charged to the statement of income and retained earning over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

CLOVERBROOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
- 13 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The main areas of judgement, which are not material to the accounts, are in relation to debtor and stock provisions and the useful lives of the company's fixed assets.

3
Turnover and other revenue
2025
2024
£
£
Other significant revenue
Grants received
-
0
27,520
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
941,233
1,045,422
Rest of Europe
32,145
54,551
Rest of the world
210,572
180,000
1,183,950
1,279,973

Turnover arises from the principal activity of the company.

4
Operating loss
2025
2024
Operating loss for the period is stated after charging/(crediting):
£
£
Exchange losses
2,116
7,488
Government grants
-
0
(27,520)
Fees payable to the company's auditor for the audit of the company's financial statements
21,525
18,000
Depreciation of owned tangible fixed assets
24,088
13,537
Depreciation of tangible fixed assets held under finance leases
3,374
8,112
Operating lease charges
36,419
29,468
CLOVERBROOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
- 14 -
5
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

2025
2024
Number
Number
Production
1
1
Administration
4
4
Sales and marketing
1
1
Design
1
1
Total
7
7

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
322,755
276,689
Social security costs
37,377
27,437
Pension costs
12,343
11,177
372,475
315,303
6
Director's remuneration
2025
2024
£
£
Remuneration for qualifying services
126,175
130,113
7
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
-
0
348
Interest on finance leases and hire purchase contracts
765
1,384
765
1,732
8
Other gains and losses
2025
2024
£
£
Profit on sale of subsidary
2,004,595
-
CLOVERBROOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
- 15 -
9
Taxation
2025
2024
£
£
Current tax
Foreign current tax on profits for the current period
55,000
-
0

The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit/(loss) before taxation
1,750,668
(149,148)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
437,667
(37,287)
Tax effect of expenses that are not deductible in determining taxable profit
69
-
0
Tax effect of income not taxable in determining taxable profit
(501,149)
-
0
Deferred tax movement not provided
63,413
37,287
Tax charged at different rate on disposal of overseas subsidiary
55,000
-
0
Taxation charge for the period
55,000
-

There are taxable losses of £8.7 m (202 4 - £8.7m) available for offset against future taxable profits. A deferred tax asset has not been recognised in respect of these losses due to the uncertainty as to the timing of the utilisation of the losses. The estimated value of the deferred tax asset not recognised, measured at the standard rate of 25% is £2.2 m (2024 - £2.2m).

10
Tangible fixed assets
Plant and equipment
Computers
Motor vehicles
Total
£
£
£
£
Cost
At 1 April 2024
157,788
55,246
40,557
253,591
Additions
-
0
9,993
-
0
9,993
At 31 May 2025
157,788
65,239
40,557
263,584
Depreciation and impairment
At 1 April 2024
132,092
47,917
26,576
206,585
Depreciation charged in the period
8,405
8,460
10,597
27,462
At 31 May 2025
140,497
56,377
37,173
234,047
CLOVERBROOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
10
Tangible fixed assets
Plant and equipment
Computers
Motor vehicles
Total
£
£
£
£
(Continued)
- 16 -
Carrying amount
At 31 May 2025
17,291
8,862
3,384
29,537
At 31 March 2024
25,696
7,329
13,981
47,006

Tangible fixed assets includes assets held under finance leases or hire purchase contracts, as follows:

2025
2024
£
£
Motor vehicles
3,374
13,981
11
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
12
352,962
3,468,238
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 April 2024
9,173,612
Disposals
(3,115,276)
At 31 May 2025
6,058,336
Impairment
At 1 April 2024 & 31 May 2025
5,705,374
Carrying amount
At 31 May 2025
352,962
At 31 March 2024
3,468,238

The fixed asset investment which was disposed of, was that of Cloverbrook Textiles Egypt S.A.E.

CLOVERBROOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
- 17 -
12
Subsidiaries

Details of the company's subsidiaries at 31 May 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Riverside Knitting Co. Limited
Sandringham Court Bentley Wood Way, Network 65 Business Park, Burnley, Lancashire, BB11 5PY
Ordinary
100.00
-
Springbrook Limited
Sandringham Court Bentley Wood Way, Network 65 Business Park, Burnley, Lancashire, BB11 5PY
Ordinary
0
100.00

Cloverbrook Textiles Egypt was a 100% indirectly owned subsidiary which was disposed of during the year.

13
Stocks
2025
2024
£
£
Finished goods and goods for resale
173,039
121,763
14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
149,404
223,620
Amounts owed by group undertakings
283,390
1,332,036
Other debtors
217,535
-
0
Prepayments and accrued income
60,306
50,883
710,635
1,606,539

The amount owed by group undertakings are not subject to any formal agreement.

15
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
17
5,253
5,102
Obligations under finance leases
18
589
7,609
Trade creditors
519,230
69,967
Amounts owed to group undertakings
348,339
348,339
Corporation tax
55,000
-
0
Other taxation and social security
12,348
28,532
Other creditors
1,487,433
1,907,000
Accruals and deferred income
103,471
35,225
2,531,663
2,401,774

The amount owed to group undertakings are not subject to any formal agreement.

CLOVERBROOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
- 18 -
16
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
17
-
0
6,124
Obligations under finance leases
18
-
0
3,681
-
0
9,805
17
Loans and overdrafts
2025
2024
£
£
Bank loans
5,253
11,226
Payable within one year
5,253
5,102
Payable after one year
-
0
6,124

The bank loan is repayable in equal monthly instalments, commencing 13 months after the date that the loan was drawn. The interest rate of the loan is 2.5% and is secured by the UK Government under the Bounce Back Loan Scheme.

18
Finance lease obligations
2025
2024
Future minimum lease payments due under finance leases:
£
£
Within one year
589
8,010
In two to five years
-
0
3,280
589
11,290

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. Finance lease obligations are secured on the assets to which they relate.

19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
12,343
11,177

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. No contributions were payable to the fund at the balance sheet date.

CLOVERBROOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
- 19 -
20
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
176,499
176,499
176,499
176,499
21
Share premium account

The share premium account arose on the issue of shares on a group reorganisation and was £5,246,887 at each balance sheet date.

22
Profit and loss reserves

The profit and loss reserve represents cumulative losses. The cumulative profit and loss reserve deficit amounts to £844,697 (202 4 - £2,540,365).

23
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within one year
6,250
2,340
Between two and five years
9,375
-
0
15,625
2,340
CLOVERBROOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2025
- 20 -
24
Related party transactions

The company is a wholly owned subsidiary within a group headed by Cloverbrook Holdings Ltd, and is included within group financial statements. The directors have elected to take advantage of the exemptions available under FRS102 and not disclosed transactions with entities within the group on the grounds that the details of the company are included in publicly available group financial statements.

At the balance sheet date the company owed a director of the company, an amount of £1,487,000 (202 4 - £1,907,000 ). The loan has no fixed repayment terms.

At the balance sheet date the company owed an amount of £30,000 (20 2 4 - £22,500) to a p ension f und, of which a director is a trustee. The company paid rent of £30,000 (20 2 4 - £30,000), in the period, to the p ension f und.

25
Controlling party

The company's parent company is Cloverbrook Holdings Ltd, incorporated in the UK. The ultimate controlling party is S. Chippendale.

The c ompany's results are consolidated into the financial statements of Cloverbrook Holdings Ltd, which is the smallest and largest entity which is consolidated.

2025-05-31 2024-04-01 false false false CCH Software CCH Accounts Production 2025.300 S Chippendale J Wilkinson 01413137 2024-04-01 2025-05-31 01413137 2025-05-31 01413137 bus:Director1 2024-04-01 2025-05-31 01413137 bus:Director2 2024-04-01 2025-05-31 01413137 bus:RegisteredOffice 2024-04-01 2025-05-31 01413137 2023-04-01 2024-03-31 01413137 core:RetainedEarningsAccumulatedLosses 2024-03-31 01413137 core:RetainedEarningsAccumulatedLosses 2023-03-31 01413137 core:ShareCapital 2025-05-31 01413137 core:ShareCapital 2024-03-31 01413137 core:SharePremium 2025-05-31 01413137 core:SharePremium 2024-03-31 01413137 core:OtherMiscellaneousReserve 2025-05-31 01413137 core:OtherMiscellaneousReserve 2024-03-31 01413137 core:RetainedEarningsAccumulatedLosses 2025-05-31 01413137 core:RetainedEarningsAccumulatedLosses 2024-03-31 01413137 2024-03-31 01413137 core:ShareCapitalOrdinaryShareClass1 2025-05-31 01413137 core:ShareCapitalOrdinaryShareClass1 2024-03-31 01413137 core:PlantMachinery 2025-05-31 01413137 core:ComputerEquipment 2025-05-31 01413137 core:MotorVehicles 2025-05-31 01413137 core:PlantMachinery 2024-03-31 01413137 core:ComputerEquipment 2024-03-31 01413137 core:MotorVehicles 2024-03-31 01413137 core:CurrentFinancialInstruments core:WithinOneYear 2025-05-31 01413137 core:CurrentFinancialInstruments core:WithinOneYear 2024-03-31 01413137 core:WithinOneYear 2025-05-31 01413137 core:WithinOneYear 2024-03-31 01413137 core:AfterOneYear 2025-05-31 01413137 core:AfterOneYear 2024-03-31 01413137 core:CurrentFinancialInstruments 2025-05-31 01413137 core:CurrentFinancialInstruments 2024-03-31 01413137 core:Non-currentFinancialInstruments 2025-05-31 01413137 core:Non-currentFinancialInstruments 2024-03-31 01413137 core:PlantMachinery 2024-04-01 2025-05-31 01413137 core:ComputerEquipment 2024-04-01 2025-05-31 01413137 core:MotorVehicles 2024-04-01 2025-05-31 01413137 dpl:Item2 2023-04-01 2024-03-31 01413137 dpl:Item1 2024-04-01 2025-05-31 01413137 core:ForeignTax 2024-04-01 2025-05-31 01413137 core:ForeignTax 2023-04-01 2024-03-31 01413137 core:UKTax 2024-04-01 2025-05-31 01413137 core:UKTax 2023-04-01 2024-03-31 01413137 1 2024-04-01 2025-05-31 01413137 1 2023-04-01 2024-03-31 01413137 2 2024-04-01 2025-05-31 01413137 2 2023-04-01 2024-03-31 01413137 core:PlantMachinery 2024-03-31 01413137 core:ComputerEquipment 2024-03-31 01413137 core:MotorVehicles 2024-03-31 01413137 2024-03-31 01413137 core:Subsidiary1 2024-04-01 2025-05-31 01413137 core:Subsidiary2 2024-04-01 2025-05-31 01413137 core:Subsidiary1 1 2024-04-01 2025-05-31 01413137 core:Subsidiary2 2 2024-04-01 2025-05-31 01413137 core:BetweenTwoFiveYears 2025-05-31 01413137 core:BetweenTwoFiveYears 2024-03-31 01413137 bus:OrdinaryShareClass1 2024-04-01 2025-05-31 01413137 bus:OrdinaryShareClass1 2025-05-31 01413137 bus:OrdinaryShareClass1 2024-03-31 01413137 bus:PrivateLimitedCompanyLtd 2024-04-01 2025-05-31 01413137 bus:FRS102 2024-04-01 2025-05-31 01413137 bus:Audited 2024-04-01 2025-05-31 01413137 bus:FullAccounts 2024-04-01 2025-05-31 xbrli:pure xbrli:shares iso4217:GBP