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| Registered number: 05406630
NEPTUNE RETAIL LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
NEPTUNE RETAIL LIMITED COMPANY INFORMATION
DIRECTORS | J G Redman
| J E Sims-Hilditch
| E Sims-Hilditch
| H Redman
| W Coulten
| M Clark
REGISTERED NUMBER | 05406630
REGISTERED OFFICE | The Neptune Building
| Frankland Road
| Blagrove
| Swindon
| SN5 8YG
INDEPENDENT AUDITORS | Bishop Fleming Audit Limited
| Chartered Accountants & Statutory Auditors
| 10 Temple Back
| Bristol
| BS1 6FL
NEPTUNE RETAIL LIMITED CONTENTS
| Page
Strategic report | 1 - 2
Directors' report | 3 - 4
Directors' responsibilities statement | 5
Independent auditors' report | 6 - 9
Statement of comprehensive income | 10
Statement of financial position | 11
Statement of changes in equity | 12
Notes to the financial statements | 13 - 27
NEPTUNE RETAIL LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025
BUSINESS REVIEW
FY25 marked a significant step forward for Neptune and its journey towards long-term, sustainable profitability. UK trading conditions remained challenging but against this back drop, Group turnover remained stable at £73.0m (vs £73.4m in FY24) whilst a number of business wide transformation improvements delivered a marked shift in profitability with PBT increasing from £(1.1)m loss in FY24 to £2.1m profit in FY25. Gross margin increased to £44.7m or 61% of revenue representing a 3 percentage point increase vs FY24. FY25 saw a deliberate reduction in low margin promotion led sales in order to sustain our brand’s aspirational positioning. The reduction in promotional sales was offset by new channel opportunities secured in FY25, such as a partnership with John Lewis which launched in Q4 and is set to grow further in FY26. The business also successfully launched a new CRM platform to allow us to better serve our customers on their buying journeys with Neptune. Furthermore, the business was able to leverage its deeply integrated supply chain to convert supply chain efficiencies to profit. This was further enhanced by an investment to refresh its owned delivery solution during the year, enabling an evolution in the vehicle fleet composition to better serve our customers. Despite macro inflationary pressures on the sector, particularly National insurance increases, costs remained well controlled with administrative expenses £25.1m vs £26.4m in FY24. Neptune was able to deliver a number of cost transformation initiatives in the year that delivered sizable savings without impacting commercial delivery. The success in FY25 towards sustainable profitability as not been at the cost of our brand, core principles or customer proposition. At the heart of this is our sustainability agenda and FY25 saw further progress in this area. The business launched a lifetime guarantee, likely unmatched by our competitors and illustrates the confidence in the quality of our products. The business also launched Neptune ReNewed – a platform to enable much loved Neptune products to be refreshed so as to support a more circular economy and a testament to the quality of materials used in our products. In FY25, Neptune successfully renewed its funding facilities with our long term partner HSBC. The renewal delivered an improved, multi-year financing arrangement and further illustrates the growing confidence in the business. Neptune Retail Limited, reported performance was impacted by £1.5m exceptionals. Underlying performance was encouraging with turnover improving, but this was more than offset by cost headwinds such as the UK national insurance increase. Neptune Retail operates within the Neptune HoldCo Group with much of the transformation benefits realised elsewhere within the Group. As we look ahead, the UK retail environment is set to remain challenging. However, with the sustainable and transformative steps taken in FY25 which have doubled our EBITDA year on year, we do so with a renewed sense of purpose, focus, and optimism. I would like to offer my thanks to the Neptune team whose hard work and determination have been instrumental in delivering the strong performance in FY25. Page 1
NEPTUNE RETAIL LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
PRINCIPAL RISKS AND UNCERTAINTIES
The company is exposed to the following risks and uncertainties and mitigates them as follows: Foreign Exchange Risk The Company transacts in different currencies. The directors closely monitor foreign exchange rates in order to mitigate this risk and use forward exchange contracts to hedge against this risk. Interest Rate and Liquidity Risk The Company has bank borrowings and is therefore exposed to interest rate and liquidity risk. The directors closely monitor borrowing facilities in order to mitigate this risk. Technology Risk The Company will continue to invest in research and development in order to ensure its products and internal processes remain competitive. FUTURE DEVELOPMENTS The directors objective for the group is to continue its growth through expanding market share and its product ranges despite the tough economic environment.
DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE COMPANY
The directors of the Company consider that they have fulfilled their individual and collective duty under section 172(1) of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of all stakeholders of the company including its shareholders, employees, customers and the wider community. By managing the business responsibly the directors intend to support a financially stable and rewarding organisation which looks to deliver value for all stakeholders. This report was approved by the board and signed on its behalf.
W Coulten Director
Date: 19 February 2026
Page 2
NEPTUNE RETAIL LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025 The directors present their report and the financial statements for the year ended 30 September 2025.
RESULTS AND DIVIDENDS
The loss for the year, after taxation, amounted to £4,423,324 (2024: loss £2,080,068). No dividends were paid during the year (2024: £Nil).
DIRECTORS
The directors who served during the year were:
J G Redman
J E Sims-Hilditch
E Sims-Hilditch
H Redman
W Coulten
M Clark
GOING CONCERN
The retail environment in the UK remains challenging and therefore represents an ongoing risk to the business. However, the business delivered a step change in financial performance during FY25. This, combined with the renewal of funding facilities, places Neptune on a resilient footing. As a result, the Group’s projections, after considering reasonable possible changes in performance, show that the Group is able to operate within its financing levels and therefore management deem that the accounts should be made on a going concern basis.
ENGAGEMENT WITH EMPLOYEES
The Company's policy is to consult and discuss with employees matters likely to affect their interests. Information on matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS
The Company has continued to foster relationships with both customers and suppliers, using regular meetings and updates to provide information on any major decisions that would impact them.
DISABLED EMPLOYEES
The Company gives every consideration to applications for employment from disabled persons where the requirements of the job may be adequately covered by a disabled person. With regard to existing disabled employees and those who have become disabled during the year, the group has continued to examine ways and means of providing continuing employment under normal terms and conditions and to provide training, career development and promotion wherever appropriate.
MATTERS COVERED IN THE STRATEGIC REPORT
The Company has included mandatory directors' report disclosures within the strategic report as they are considered by the directors to be of strategic importance. Page 3
NEPTUNE RETAIL LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
DISCLOSURE OF INFORMATION TO AUDITORS
Each of the persons who are directors at the time when this directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
POST BALANCE SHEET EVENTS
There have been no events since the balance sheet date that required disclosure in these financial statements.
AUDITORS
The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
W Coulten Director
Date: 19 February 2026
The Neptune Building
Frankland Road
Blagrove
Swindon
SN5 8YG
Page 4
NEPTUNE RETAIL LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2025 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; ∙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. Page 5
NEPTUNE RETAIL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPTUNE RETAIL LIMITED
OPINION
We have audited the financial statements of Neptune Retail Limited (the 'Company') for the year ended 30 September 2025, which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and the related notes, 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 Company's affairs as at 30 September 2025 and of its loss 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 auditors' 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. 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. Page 6
NEPTUNE RETAIL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPTUNE RETAIL LIMITED (CONTINUED)
OPINION 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 have been prepared in accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the 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.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors' responsibilities statement set out on page 5, 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 either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 7
NEPTUNE RETAIL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPTUNE RETAIL LIMITED (CONTINUED)
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 an auditors' 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. 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 have considered the nature of the sector, control environment and financial performance; ∙We have considered the results of enquiries with management and directors in relation to their own identification and assessment of the risk of irregularities within the entity; and ∙We have reviewed the documentation of key processes and controls and performed walkthroughs of transactions to confirm that the systems are operating in line with documentation. As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud and identified the highest area of risk to be in relation to revenue recognition, with a particular risk in relation to year-end cut-off. 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 have 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 the UK Companies Act, FRS 102 and UK tax legislation. In addition, we considered provisions of other laws and regulation that do not have a direct effect on the Financial Statements but compliance with which may be fundamental to the Company's ability to operate or avoid a material penalty. These included data protection legislation, health and safety regulations and employment law. Audit response to risks identified We identified recognition of revenue and management override as key audit matters related to the potential risk of fraud, 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; ∙Performing various substantive tests of detail related to the recognition of revenue; ∙Enquiring of management concerning actual and potential litigation claims; ∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement or fraud; and ∙In addressing the risk 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. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Page 8
NEPTUNE RETAIL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPTUNE RETAIL LIMITED (CONTINUED) As a result of the inherent limitations of an audit, there is a risk that not all irregularities, including a material misstatement in the Financial Statements or non-compliance with regulation, will be detected by us. This risk increases the further removed compliance with a law and regulation is from the events and transactions reflected in the Financial Statements, given we will be less likely to be aware of it, or should the irregularity occur as a result of fraud rather than a one-off error, as this may involve intentional concealment, forgery, collusion, omission or misrepresentation. 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 auditors' 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 auditors' 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. Ria Burridge FCCA (senior statutory auditor) for and on behalf of Bishop Fleming Audit Limited Chartered Accountants Statutory Auditors 10 Temple Back Bristol BS1 6FL 2 March 2026 Page 9
NEPTUNE RETAIL LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 SEPTEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 29,255,849 | 24,955,825
Cost of sales |  | (19,366,329) | (16,144,211)
Gross profit |  | 9,889,520 | 8,811,614
Distribution costs |  | (2,082,494) | (2,026,823)
Administrative expenses |  | (10,786,097) | (9,022,167)
Exceptional administrative expenses | 9 | (1,518,800) | -
Operating loss | 5 | (4,497,871) | (2,237,376)
Tax on loss | 8 | 74,547 | 157,308
Loss for the financial year |  | (4,423,324) | (2,080,068)
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 13 to 27 form part of these financial statements.
Page 10
NEPTUNE RETAIL LIMITED REGISTERED NUMBER:05406630 STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025
|  | 2025 |  | Restated 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 10 |  | 53,377 |  | 100,377
Tangible assets | 11 |  | 4,343,017 |  | 4,587,239
Investments | 12 |  | 509 |  | 1,999,505
|  |  | 4,396,903 |  | 6,687,121
Current assets |  |  |  |  |
Stocks | 13 | 5,054,099 |  | 4,134,655 |
Debtors: amounts falling due within one year | 14 | 902,780 |  | 1,239,690 |
Cash at bank and in hand | 15 | 172,818 |  | 878,892 |
|  | 6,129,697 |  | 6,253,237 |
Creditors: amounts falling due within one year | 16 | (17,327,648) |  | (15,318,082) |
Net current liabilities |  |  | (11,197,951) |  | (9,064,845)
Total assets less current liabilities |  |  | (6,801,048) |  | (2,377,724)
Net liabilities |  |  | (6,801,048) |  | (2,377,724)
Capital and reserves |  |  |  |  |
Called up share capital | 18 |  | 71 |  | 71
Capital redemption reserve | 19 |  | 17 |  | 17
Profit and loss account | 19 |  | (6,801,136) |  | (2,377,812)
|  |  | (6,801,048) |  | (2,377,724)
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 February 2026.
W Coulten
Director
The notes on pages 13 to 27 form part of these financial statements. Page 11
NEPTUNE RETAIL LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2025
| Called up share capital | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 October 2024 (as previously stated) | 71 | 17 | (2,060,944) | (2,060,856)
Prior year adjustment | - | - | (316,868) | (316,868)
At 1 October 2024 (as restated) | 71 | 17 | (2,377,812) | (2,377,724)
Loss for the year | - | - | (4,423,324) | (4,423,324)
At 30 September 2025 | 71 | 17 | (6,801,136) | (6,801,048)
| The notes on pages 13 to 27 form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2024
| Called up share capital | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 October 2023 (as previously stated) | 71 | 17 | 19,124 | 19,212
Prior year adjustment | - | - | (316,868) | (316,868)
At 1 October 2023 (as restated) | 71 | 17 | (297,744) | (297,656)
Loss for the year | - | - | (2,080,068) | (2,080,068)
At 30 September 2024 | 71 | 17 | (2,377,812) | (2,377,724)
| The notes on pages 13 to 27 form part of these financial statements.
Page 12
NEPTUNE RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
1. | GENERAL INFORMATION
Neptune Retail Limited is a limited liability company incorporated in England. The registered office is The Neptune Building, Frankland Road, Blagrove, Swindon, SN5 8YG. 2.ACCOUNTING POLICIES
| 2.1 | BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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 judgment in applying the Company's accounting policies (see note 3) The following principal accounting policies have been applied:
| 2.2 | FINANCIAL REPORTING STANDARD 102- REDUCED DISCLOSURE EXEMPTIONS
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by 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 33 Related Party Disclosures as per Section 33.1A. This information is included in the consolidated financial statements of Neptune Holdco Limited as at 30 September 2025.
| 2.3 | EXEMPTION FROM PREPARING CONSOLIDATED FINANCIAL STATEMENTS
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
| 2.4 | GOING CONCERN
The retail environment in the UK remains challenging and therefore represents an ongoing risk to the business. However, the business delivered a step change in financial performance during FY25. This, combined with the renewal of funding facilities, places Neptune on a resilient footing. As a result, the Group’s projections, after considering reasonable possible changes in performance, show that the Group is able to operate within its financing levels and therefore management deem that the accounts should be made on a going concern basis. Page 13
NEPTUNE RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.ACCOUNTING POLICIES (continued)
| 2.5 | TURNOVER
Turnover 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. Turnover 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 Turnover 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.
| 2.6 | TANGIBLE FIXED ASSETS
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:
|  |  |  | Leasehold property improvements | - | over remaining life of the lease
|  |  |  | Fixtures and fittings | - | 10% - 50% Straight line
|  |  |  | Office equipment | - | 15% - 50% Straight line
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.
| 2.7 | IMPAIRMENT OF FIXED ASSETS AND GOODWILL
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. Page 14
NEPTUNE RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.ACCOUNTING POLICIES (continued)
| 2.8 | 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, 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 profit or loss.
| 2.9 | PENSIONS
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.
| 2.10 | CURRENT AND DEFERRED TAXATION
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.
| 2.11 | EXCEPTIONAL ITEMS
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
| 2.12 | INTANGIBLE ASSETS
GOODWILL Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis over 5 years to the statement of comprehensive income over its useful economic life.
| 2.13 | VALUATION OF INVESTMENTS
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.14 | ASSOCIATES AND JOINT VENTURES
Associates and Joint Ventures are held at cost less impairment. Page 15
NEPTUNE RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.ACCOUNTING POLICIES (continued)
| 2.15 | DEBTORS
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.
| 2.16 | CASH AND CASH EQUIVALENTS
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.
| 2.17 | CREDITORS
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.
| 2.18 | FINANCIAL INSTRUMENTS
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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 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 Page 16
NEPTUNE RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.ACCOUNTING POLICIES (continued)
| 2.18 | FINANCIAL INSTRUMENTS (CONTINUED)
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. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments 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. 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. Page 17
NEPTUNE RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
3. | JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
Preparation of the financial statements requires management to make significant judgments and estimates. Bad debt provision A provision is made at each reporting date from estimated losses resulting from the liability of the company's customers to make required payment. The provision is based on the company's regular assessments of the credit worthiness and financial stability of customers. Stock provision The year end stock provision seeks to provide against any old, slow moving or damaged stock. Management performs a detailed assessment of the stock and considers ageing reports in establishing this provision.
4. | TURNOVER
| All turnover arose within the United Kingdom.
5. | OPERATING LOSS
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 887,508 | 871,275
| Exchange differences | 17,000 | 16,000
| Other operating lease rentals | 524,000 | 746,500
| Impairment on hive up | 1,430,668 | -
| Amortisation of intangible fixed assets | 615,328 | -
Page 18
NEPTUNE RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
6. | EMPLOYEES
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 4,823,596 | 3,933,363
| Social security costs | 510,806 | 398,794
| Cost of defined contribution scheme | 102,114 | 81,340
|  | 5,436,516 | 4,413,497
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Production and administrative staff | 183 | 185
7. | DIRECTORS' REMUNERATION
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 30,000 | 30,000
| Company contributions to defined contribution pension schemes | - | 443
|  | 30,000 | 30,443
Page 19
NEPTUNE RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
8. | TAXATION
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| CORPORATION TAX |  |
| Arising on hive up of subsidiary | (11,442) | -
|  | (11,442) | -
| TOTAL CURRENT TAX | (11,442) | -
| DEFERRED TAX |  |
| Origination and reversal of timing differences | - | (158,210)
| Adjustment in respect of prior periods | - | 902
| Arising on hive up of subsidiary | (63,105) | -
| TOTAL DEFERRED TAX | (63,105) | (157,308)
|  | (74,547) | (157,308)
| FACTORS AFFECTING TAX CHARGE FOR THE YEAR
| The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (4,497,871) | (2,237,376)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | (1,124,468) | (559,344)
| EFFECTS OF: |  |
| Capital allowances for year in excess of depreciation | 284,820 | 98,732
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 357,948 | 918
| Adjustment to deferred tax charge in respect of prior periods | (28,167) | 902
| Movement in deferred tax not recognised | 126,826 | 122,382
| Other differences leading to an increase (decrease) in the tax charge | 116,775 | -
| Group relief | 191,719 | 179,102
| TOTAL TAX CHARGE FOR THE YEAR | (74,547) | (157,308)
Page 20
NEPTUNE RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 8.TAXATION (CONTINUED)
| FACTORS THAT MAY AFFECT FUTURE TAX CHARGES
There were no factors that may affect future tax charges.
9. | EXCEPTIONAL ITEMS
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exceptional expenses | 1,518,800 | -
|  | 1,518,800 | -
| The exceptional administrative expense relates to the impairment of the cost of investment (£734,274) and goodwill (£696,394) within subsidiaries as a result of the hive up on 1 October 2024 and the exceptional costs of ending a third party relationship (£88,132).
10. | INTANGIBLE ASSETS
|  | Goodwill
|  | £
| COST |
| At 1 October 2024 | 288,377
| Additions | 1,264,722
| At 30 September 2025 | 1,553,099
| AMORTISATION |
| At 1 October 2024 | 188,000
| Charge for the year on owned assets | 615,328
| Impairment charge | 696,394
| At 30 September 2025 | 1,499,722
| NET BOOK VALUE |
| At 30 September 2025 | 53,377
| At 30 September 2024 | 100,377
Page 21

NEPTUNE RETAIL LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 |
| 11. | TANGIBLE FIXED ASSETS
|  | Leasehold property improvements | Short-term leasehold property | Motor vehicles | Fixtures and fittings | Office equipment | Showroom improvements | Total
|  | £ | £ | £ | £ | £ | £ | £
| COST |  |  |  |  |  |  |
| At 1 October 2024 | 8,837,490 | - | - | 1,714,704 | 447,524 | - | 10,999,718
| Additions | 6,800 | - | - | 134,815 | 6,505 | - | 148,120
| Transfers intra group | - | 13,005 | 13,000 | 1,964,992 | 69,612 | 304,160 | 2,364,769
| Disposals | - | - | - | (78,550) | (2,420) | - | (80,970)
| Transfers between classes | - | - | - | (270,337) | - | - | (270,337)
| At 30 September 2025 | 8,844,290 | 13,005 | 13,000 | 3,465,624 | 521,221 | 304,160 | 13,161,300
| DEPRECIATION |  |  |  |  |  |  |
| At 1 October 2024 | 5,125,075 | - | - | 956,905 | 330,499 | - | 6,412,479
| Charge for the year on owned assets | 555,418 | - | - | 275,728 | 56,362 | - | 887,508
| Transfers intra group | - | 11,060 | 13,000 | 1,507,817 | 47,879 | - | 1,579,756
| Disposals | - | - | - | (59,040) | (2,420) | - | (61,460)
| At 30 September 2025 | 5,680,493 | 11,060 | 13,000 | 2,681,410 | 432,320 | - | 8,818,283
| NET BOOK VALUE |  |  |  |  |  |  |
| At 30 September 2025 | 3,163,797 | 1,945 | - | 784,214 | 88,901 | 304,160 | 4,343,017
| At 30 September 2024 | 3,712,415 | - | - | 757,799 | 117,025 | - | 4,587,239
Page 22

NEPTUNE RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
12. | FIXED ASSET INVESTMENTS
|  | Investments in subsidiary companies | Investments in associates | Total
|  | £ | £ | £
| COST |  |  |
| At 1 October 2024 | 2,048,996 | 499 | 2,049,495
| Disposals | (1,264,722) | - | (1,264,722)
| At 30 September 2025 | 784,274 | 499 | 784,773
| IMPAIRMENT |  |  |
| At 1 October 2024 | 49,990 | - | 49,990
| Charge for the period | 734,274 | - | 734,274
| At 30 September 2025 | 784,264 | - | 784,264
| NET BOOK VALUE |  |  |
| At 30 September 2025 | 10 | 499 | 509
| At 30 September 2024 | 1,999,006 | 499 | 1,999,505
| SUBSIDIARY UNDERTAKINGS
| The following were subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| Bucton Limited | Ordinary | 100%
| Design Centre (Suffolk) Limited | Ordinary | 100%
Page 23
NEPTUNE RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
13. | STOCKS
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Finished goods and goods for resale | 5,054,099 | 4,134,655
|  | 5,054,099 | 4,134,655
14. | DEBTORS
|  |  |  |  | 2025 | 2024 Restated
|  |  |  |  | £ | £
| Trade debtors | 79,364 | 132,515
| Amounts owed by group undertakings | 131,960 | 300,446
| Other debtors | 985 | 112,495
| Prepayments and accrued income | 690,471 | 694,234
|  | 902,780 | 1,239,690
| Amounts due from the group are interest free and repayable on demand.
15. | CASH AND CASH EQUIVALENTS
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 172,818 | 878,892
| Less: bank overdrafts | (486,669) | (9,126,329)
|  | (313,851) | (8,247,437)
Page 24
NEPTUNE RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank overdrafts | 486,669 | 9,126,329
| Trade creditors | 450,853 | 485,744
| Amounts owed to group undertakings | 11,062,551 | 1,886,082
| Corporation tax | - | 8,869
| Other taxation and social security | 568,657 | 235,735
| Other creditors | 33,876 | 24,294
| Accruals and deferred income | 4,725,042 | 3,551,029
|  | 17,327,648 | 15,318,082
| Amounts due to group undertakings are interest free and repayable on demand.
17. | DEFERRED TAXATION
|  | 2025 | 2024
|  | £ | £
| At beginning of year | - | (157,308)
| Charged to profit and loss | (63,105) | 157,308
| Arising on hive up of subsidiary | 63,105 | -
| AT END OF YEAR | - | -
18. | SHARE CAPITAL
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | ALLOTTED, CALLED UP AND FULLY PAID |  |
|  | 7,145 (2024: 7,145) Ordinary shares of £0.01 each | 71 | 71
19. | RESERVES
Capital redemption reserve The capital redemption reserves represents the nominal value of shares repurchased by the company. Profit and loss account This includes all current and prior period retained profits and losses and is considered to be distributable. Page 25
NEPTUNE RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
20. | PRIOR YEAR ADJUSTMENT
Following a review of the prior year debtor position, misstated historic balances were identified and have subsequently been written off in the year ended 30 September 2023. As such the prior year brought forward reserves and amounts owed by group undertakings have been restated.
21. | CONTINGENT LIABILITIES
A company under common control has entered into the following agreements with HSBC Bank Plc: Revolving credit facility - under the terms of this agreement Neptune Holdco Limited is entitled to request loans of up to £10,000,000. At the year end the company had received £10,000,000 of this facility. These loans are secured by a fixed and floating charge over all assets of Neptune Retail Limited in favour of the bank as well as an unlimited composite company guarantee between all members of the group and its associates. In addition, the following group company banking facilities are supported by the unlimited composite company guarantee between all members of the group in favour of HSBC Bank Plc: Forward contracts & currency options £1,377,651 (2024: £5,950,440).
22. | PENSION COMMITMENTS
The Company operates a defined contribution 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 an amounted to £102,114 (2024: £111,277). Contributions total £19,520 (2024: £18,295) were payable to the fund at the reporting date and are included in creditors.
23. | COMMITMENTS UNDER OPERATING LEASES
| At 30 September 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 376,250 | 524,000
| Later than 1 year and not later than 5 years | 839,250 | 1,013,500
| Later than 5 years | 297,500 | 499,500
|  | 1,513,000 | 2,037,000
Page 26
NEPTUNE RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
24. | RELATED PARTY TRANSACTIONS
| The company has taken advantage of the FRS 102, Section 33, exemption not to disclose related party transactions and balances with wholly owned subsidiaries within the Neptune Holdco Limited group. Amounts owed to companies under common control at the year end were £11,062,551 (2024: £1,886,082). Amounts owed from companies under common control at the year end were £131,960 (2024: £300,446). HSBC Bank Plc has provided a collective net overdraft facility of £3,000,000 (2024: £7,500,000) to the group, including Neptune Retail Ltd and its associates. The overdraft facility is secured by a fixed and floating charge over all the assets of Neptune Retail Limited in favour of the bank as well as an unlimited composite company guarantee between all members of the group and its associates.
25. | CONTROLLING PARTY
The ultimate and immediate parent undertaking is Neptune Holdco Limited, a company incorporated in England and Wales. The smallest and largest group for which group financial statements are prepared is Neptune Holdco Limited. Copies of the group financial statements are available from Companies House. There is no ultimate controlling party. The company is controlled equally by the two directors, J G Redman and J E Sims-Hilditch.
Page 27