Caseware UK (AP4) 2024.0.164 2024.0.164 The principal activity of the Company is that of a holding company. The Company provides a head office function and management services to its subsidiary undertakings. Textile Recycling International Newco Limited (the "Company") is a Company limited by shares and registered in England and Wales. The Company's registered office is Beldray Works, Beldray Road, Bilston, West Midlands, WV14 7NH. The Company's registered number is 15630160. The Company was incorporated on 9 April 2024. The current period is from the incorporation date to 31 March 2025, therefore there is no prior period comparatives. The principal activity of the Company is that of a holding company. The Company provides a head office function and management services to its subsidiary undertakings.2025-03-31 During the period retirement benefits were accruing to 2 Directors in respect of defined contribution pension schemes. The highest paid Director received remuneration of £339,663, which included compensation for loss of office of £212,850. The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £3,053.22 2024-04-09 false true false false 15630160 2024-04-09 2025-03-31 15630160 2025-03-31 15630160 2024-04-08 15630160 1 2024-04-09 2025-03-31 15630160 d:CompanySecretary1 2024-04-09 2025-03-31 15630160 d:Director1 2024-04-09 2025-03-31 15630160 d:Director1 2025-03-31 15630160 d:Director2 2024-04-09 2025-03-31 15630160 d:Director3 2024-04-09 2025-03-31 15630160 d:Director4 2024-04-09 2025-03-31 15630160 d:Director4 2025-03-31 15630160 d:Director5 2024-04-09 2025-03-31 15630160 d:Director5 2025-03-31 15630160 d:Director6 2024-04-09 2025-03-31 15630160 d:Director6 2025-03-31 15630160 d:Director7 2024-04-09 2025-03-31 15630160 d:Director7 2025-03-31 15630160 d:Director8 2024-04-09 2025-03-31 15630160 d:Director9 2024-04-09 2025-03-31 15630160 d:Director10 2024-04-09 2025-03-31 15630160 d:RegisteredOffice 2024-04-09 2025-03-31 15630160 c:CurrentFinancialInstruments 2025-03-31 15630160 c:CurrentFinancialInstruments c:WithinOneYear 2025-03-31 15630160 c:ReportableOperatingSegment1 2024-04-09 2025-03-31 15630160 c:ShareCapital 2024-04-09 2025-03-31 15630160 c:ShareCapital 2025-03-31 15630160 c:ShareCapital 2024-04-08 15630160 c:SharePremium 2024-04-09 2025-03-31 15630160 c:SharePremium 2025-03-31 15630160 c:SharePremium 2024-04-08 15630160 c:RetainedEarningsAccumulatedLosses 2024-04-09 2025-03-31 15630160 c:RetainedEarningsAccumulatedLosses 2025-03-31 15630160 c:RetainedEarningsAccumulatedLosses 2024-04-08 15630160 c:AcceleratedTaxDepreciationDeferredTax 2025-03-31 15630160 c:TaxLossesCarry-forwardsDeferredTax 2025-03-31 15630160 d:OrdinaryShareClass1 2024-04-09 2025-03-31 15630160 d:OrdinaryShareClass1 2025-03-31 15630160 d:FRS102 2024-04-09 2025-03-31 15630160 d:Audited 2024-04-09 2025-03-31 15630160 d:FullAccounts 2024-04-09 2025-03-31 15630160 d:PrivateLimitedCompanyLtd 2024-04-09 2025-03-31 15630160 c:Subsidiary1 2024-04-09 2025-03-31 15630160 c:Subsidiary1 1 2024-04-09 2025-03-31 15630160 c:Subsidiary2 2024-04-09 2025-03-31 15630160 c:Subsidiary2 1 2024-04-09 2025-03-31 15630160 c:Subsidiary3 2024-04-09 2025-03-31 15630160 c:Subsidiary3 1 2024-04-09 2025-03-31 15630160 c:Subsidiary4 2024-04-09 2025-03-31 15630160 c:Subsidiary4 1 2024-04-09 2025-03-31 15630160 c:Subsidiary5 2024-04-09 2025-03-31 15630160 c:Subsidiary5 1 2024-04-09 2025-03-31 15630160 c:Subsidiary6 2024-04-09 2025-03-31 15630160 c:Subsidiary6 1 2024-04-09 2025-03-31 15630160 c:Subsidiary7 2024-04-09 2025-03-31 15630160 c:Subsidiary7 1 2024-04-09 2025-03-31 15630160 c:Subsidiary8 2024-04-09 2025-03-31 15630160 c:Subsidiary8 1 2024-04-09 2025-03-31 15630160 c:Subsidiary9 2024-04-09 2025-03-31 15630160 c:Subsidiary9 1 2024-04-09 2025-03-31 15630160 c:Subsidiary10 2024-04-09 2025-03-31 15630160 c:Subsidiary10 1 2024-04-09 2025-03-31 15630160 c:Subsidiary11 2024-04-09 2025-03-31 15630160 c:Subsidiary11 1 2024-04-09 2025-03-31 15630160 c:Subsidiary12 2024-04-09 2025-03-31 15630160 c:Subsidiary12 1 2024-04-09 2025-03-31 15630160 c:Subsidiary13 2024-04-09 2025-03-31 15630160 c:Subsidiary13 1 2024-04-09 2025-03-31 15630160 c:Subsidiary14 2024-04-09 2025-03-31 15630160 c:Subsidiary14 1 2024-04-09 2025-03-31 15630160 c:Subsidiary15 2024-04-09 2025-03-31 15630160 c:Subsidiary15 1 2024-04-09 2025-03-31 15630160 6 2024-04-09 2025-03-31 15630160 e:PoundSterling 2024-04-09 2025-03-31 xbrli:shares iso4217:GBP xbrli:pure

Textile Recycling International Newco Limited Registered number: 15630160 Annual report For the period ended 31 March 2025
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED COMPANY INFORMATION
Directors | M Gordon Clark
| P Page
| J R Stewart
| M Woodward
| A Jackson
| J McMurray-Cole
| M Orye
Company secretary | Vistra Cosec Limited
Registered number | 15630160
Registered office | Beldray Works
| Beldray Road
| Bilston
| Wolverhampton
| West Midlands
| WV14 7NH
Independent auditor | Forvis Mazars LLP
| Chartered Accountants & Statutory Auditor
| Capital Square
| 58 Morrison Street
| Edinburgh
| EH3 8BP
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED CONTENTS
| Pages
Strategic Report | 1
Directors' Report | 2 - 4
Independent Auditor's Report | 5 - 8
Statement of Comprehensive Income | 9
Statement of Financial Position | 10
Statement of Changes in Equity | 11
Notes to the Financial Statements | 12 - 25
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED STRATEGIC REPORT FOR THE PERIOD ENDED 31 MARCH 2025
Introduction
The Directors present their strategic report for the period from incorporation on 9 April 2024 to 31 March 2025.
Business review
The principal activity of the Company is that of a holding company. The Company generated a loss before tax of £0.8m.
Principal risks and uncertainties
Price The Company is a holding company, however, the Group continues to sell into various geographical locations across the world and also into various product sectors and as such has a degree of flexibility when determining the most appropriate place to sell its products. All products are bought and sold in Sterling. Credit The Group sells to a reasonably wide customer base. Credit is only offered to known customers and this is reviewed on a regular basis. Risk is mitigated (in some circumstances) by a requirement for customers to pay in advance of dispatch of goods. Liquidity Liquidity is not currently seen as a principal risk for the Company. The former TRIL Group owed LGT Private Debt (UK) Ltd ("LGT") £66.2m at the point of the Administration of Textile Recycling International Limited. LGT have restructured the capital of the new Group, such that the new Group (headed up by Textile Recycling International Topco Limited ("TRITL") and of which the Company is a member) now owe £25m plus accrued interest to LGT. The reduction in debt strengthens the new Group's consolidated balance sheet significantly. TRITL is 100% owned by funds controlled by LGT. The £25m loan held in the balance sheets of the trading subsidiaries along with the accrued interest that is repayable on 29 October 2028. The interest is not required to be paid during the intervening period. This report was approved by the board and signed on its behalf.
M Woodward Director
Date: 2 April 2026
Page 1
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED DIRECTORS' REPORT FOR THE PERIOD ENDED 31 MARCH 2025 The Directors present their report and the financial statements for the period from incorporation on 9 April 2024 to 31 March 2025. The Company was incorporated on 9 April 2024, thus there are no prior year comparatives.
Directors' responsibilities statement
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; and ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The principal activity of the Company is that of a holding company. The Company provides a head office function and management services to its subsidiary undertakings.
Results and dividends
The loss for the period, after taxation, amounted to £808,477. No dividends were paid during the period and the Directors do not recommend the payment of a dividend. Page 2
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 MARCH 2025
Directors
The Directors who served during the period were: P Page (appointed 1 May 2025) J R Stewart (appointed 1 May 2025)
M Gordon Clark (appointed 9 April 2024)
L Hitchen (appointed 1 February 2025, resigned 16 December 2025)
M Woodward (appointed 1 February 2025)
M Burrows Smith (appointed 9 April 2024, resigned 31 January 2025)
C W Wright (appointed 9 April 2024, resigned 31 July 2024)
A Jackson (appointed 10 February 2026) J McMurray-Cole (appointed 2 December 2025) M Orye (appointed 1 August 2025)
Disclosure of information to auditor
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the Directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the Directors have taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Auditor
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Going concern
Textile Recycling International Newco Limited ("TRINL") is owned 100% by Textile Recycling International Topco Limited (“TRITL”). TRITL is 100% owned by funds controlled by LGT Private Debt (“LGT”). Prior to the 8 May 2024 transaction, LGT were the senior lender to the group headed up by TRIL, of which the Company was a member. The TRIL group owed LGT £66.2m at the point of the Administration of TRIL. LGT have restructured the capital of the new group, such that the new group (headed up by TRITL and of which the Company is a member) now owe £25m plus accrued interest to LGT. The reduction in debt strengthens the new group’s consolidated balance sheet significantly. TRITL is 100% owned by funds controlled by LGT Private Debt (“LGT”). The £25m loan and accrued interest that is repayable on 29 October 2028. LGT have remained supportive throughout the process and further funding lines are available, if required. The Directors have prepared monthly trading and cash flow forecasts for Textile Recycling International Newco Limited and the TRITL new group for a period of at least 12 months from the date these financial statements were signed by the Directors based on the revised financial arrangements noted above. The forecasts demonstrate the ability of the Company to meet working capital requirements and settle its liabilities as they fall due. LGT has waived all covenant criteria for the Group of which the Company is a member as LGT invests in capital projects and significant productivity growth across multiple sites in the new group. As a result, the Directors have prepared these financial statements on a going concern basis. Page 3
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 MARCH 2025
Post balance sheet events
The wider Group has continued to invest in capital and expansion projects as part of the productivity growth across multiple sites in the new group. In March 2026 there were cash injections by the funders of £3.5m into the Company of which £2m was transferred to JMP Wilcox & Co Limited and £1.5m to SWD Premier Clothing Exports Limited in the form of intercompany loans. In addition to the funds already injected there is a further £1.5m due to be injected in April 2026. This is a significant investment by the funders to facilitate the Groups strategic objectives. The cash injections are loaned to the business through the existing Guarantee Debt Arrangement. There have been no other significant events affecting the Company since the year end. This report was approved by the board and signed on its behalf.
M Woodward Director
Date: 2 April 2026
Page 4
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED Opinion We have audited the financial statements of Textile Recycling International Newco Limited (the ‘Company’) for the period ended 31 March 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and Notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: ∙give a true and fair view of the state of the Company’s affairs as at 31 March 2025 and of its loss 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 Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Page 5
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial period 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 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. Page 6
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 2, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: ∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; ∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities; ∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and ∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. Page 7
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED In addition, we evaluated the Directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates and significant one-off or unusual transactions. Our audit procedures in relation to fraud included but were not limited to: ∙Making enquiries of the Directors and management on whether they had knowledge of any actual, suspected or alleged fraud; ∙Gaining an understanding of the internal controls established to mitigate risks related to fraud; ∙Discussing amongst the engagement team the risks of fraud; and ∙Addressing the risks of fraud through management override of controls by performing journal entry testing. There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of the audit report This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed. Craig Maxwell (Senior Statutory Auditor) for and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor Capital Square 58 Morrison Street Edinburgh EH3 8BP 2 April 2026 Page 8
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 MARCH 2025
| 9 April 2024 to 31 March
| 2025
Note | £
Turnover | 4 | 3,657,501
Gross profit |  | 3,657,501
Administrative expenses |  | (4,490,934)
Other operating income | 5 | 16,884
Operating loss |  | (816,549)
Tax on loss | 9 | 8,072
Loss for the financial period |  | (808,477)
The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations. There was no other comprehensive income for 2025.
The notes on pages 12 to 25 form part of these financial statements.
Page 9
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED REGISTERED NUMBER: 15630160 STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025
|  | 2025
Note |  | £
Fixed assets |  |  |
Investments | 10 |  | 9,520,000
|  |  | 9,520,000
Current assets |  |  |
Debtors: amounts falling due within one year | 11 | 215,667 |
Cash and cash equivalents | 12 | 231,529 |
|  | 447,196 |
Creditors: amounts falling due within one year | 13 | (1,255,671) |
Net current liabilities |  |  | (808,475)
Total assets less current liabilities |  |  | 8,711,525
Net assets |  |  | 8,711,525
Capital and reserves |  |  |
Called up share capital | 15 |  | 2
Share premium account | 16 |  | 9,520,000
Profit and loss account | 16 |  | (808,477)
|  |  | 8,711,525
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
M Woodward
Director
Date: 2 April 2026
The notes on pages 12 to 25 form part of these financial statements. Page 10
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 MARCH 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 9 April 2024 | - | - | - | -
Loss for the period | - | - | (808,477) | (808,477)
Total comprehensive income for the period | - | - | (808,477) | (808,477)
Shares issued during the period | 2 | 9,520,000 | - | 9,520,002
Total transactions with owners | 2 | 9,520,000 | - | 9,520,002
At 31 March 2025 | 2 | 9,520,000 | (808,477) | 8,711,525
| The notes on pages 12 to 25 form part of these financial statements.
Page 11
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
1. | General information
Textile Recycling International Newco Limited (the "Company") is a Company limited by shares and registered in England and Wales. The Company's registered office is Beldray Works, Beldray Road, Bilston, West Midlands, WV14 7NH. The Company's registered number is 15630160. The Company was incorporated on 9 April 2024. The current period is from the incorporation date to 31 March 2025, therefore there is no prior period comparatives. The principal activity of the Company is that of a holding company. The Company provides a head office function and management services to its subsidiary undertakings. 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The financial statements are prepared in Sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £. The following principal accounting policies have been applied:
| 2.2 | Exemption from preparing consolidated financial statements
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Textile Recycling International Topco Limited as at 31 March 2025 and these financial statements may be obtained from Beldray Works, Beldray Road, Bilston, Wolverhampton, WV14 7NH. Page 12
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.3 | Going concern
Textile Recycling International Newco Limited ("TRINL") is owned 100% by Textile Recycling International Topco Limited (“TRITL”). TRITL is 100% owned by funds controlled by LGT Private Debt (“LGT”). Prior to the 8 May 2024 transaction, LGT were the senior lender to the group headed up by TRIL, of which the Company was a member. The TRIL group owed LGT £66.2m at the point of the Administration of TRIL. LGT have restructured the capital of the new group, such that the new group (headed up by TRITL and of which the Company is a member) now owe £25m plus accrued interest to LGT. The reduction in debt strengthens the new group’s consolidated balance sheet significantly. TRITL is 100% owned by funds controlled by LGT Private Debt (“LGT”). The £25m loan and accrued interest that is repayable on 29 October 2028. LGT have remained supportive throughout the process and further funding lines are available, if required. The Directors have prepared monthly trading and cash flow forecasts for Textile Recycling International Newco Limited and the TRITL new group for a period of at least 12 months from the date these financial statements were signed by the Directors based on the revised financial arrangements noted above. The forecasts demonstrate the ability of the Company to meet working capital requirements and settle its liabilities as they fall due. LGT has waived all covenant criteria for the Group of which the Company is a member as LGT invests in capital projects and significant productivity growth across multiple sites in the new group. As a result, the Directors have prepared these financial statements on a going concern basis.
| 2.4 | Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover 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 turnover is recognised: Rendering of services Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of turnover can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.5 | Pensions
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 the Statement of Comprehensive Income 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. Page 13
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.6 | Current and deferred taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.7 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.8 | 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.
| 2.9 | 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.
| 2.10 | 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. Page 14
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.11 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to the Statement of Comprehensive Income.
| 2.12 | 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. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Page 15
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.12 | Financial instruments (continued)
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 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. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Page 16
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.12 | Financial instruments (continued)
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.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's accounting policies, the Directors are 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. Key sources of estimation uncertainty Impairment of assets The Company regularly reviews its assets, including investments, for indicators of impairment to ensure their carrying value is reasonable. The Directors do not consider there to be any other key sources of estimation uncertainty. Page 17
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 9 April 2024 to 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Management charges | 3,657,501
| All turnover arose within the United Kingdom.
5. | Other operating income
|  |  |  |  | 9 April 2024 to 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Grant income | 16,884
6. | Auditor's remuneration
| During the period, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 9 April 2024 to 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 29,000
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the Parent Company.
Page 18
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
7. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  |  |  |  | 9 April 2024 to 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Wages and salaries | 2,174,304
| Social security costs | 289,403
| Cost of defined contribution pension scheme | 209,369
|  | 2,673,076
| The average monthly number of employees, including Directors, during the period was 22.
8. | Directors' remuneration
|  |  |  |  | 9 April 2024 to 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Directors' emoluments | 223,646
| Company contributions to defined contribution pension schemes | 4,621
| Compensation for loss of office | 212,850
|  | 441,117
| During the period retirement benefits were accruing to 2 Directors in respect of defined contribution pension schemes.
| The highest paid Director received remuneration of £339,663, which included compensation for loss of office of £212,850.
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £3,053.
Page 19
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
9. | Taxation
|  |  |  |  | 9 April 2024 to 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Deferred tax |
| Origination and reversal of timing differences | (8,072)
| Tax credit for the period | (8,072)
| Factors affecting tax charge for the period
| The tax assessed for the period is higher than the loss multiplied by the standard rate of corporation tax in the UK of 25%. The differences are explained below:
|  |  |  |  | 9 April 2024 to 31 March
|  |  |  |  | 2025
|  |  |  |  | £
| Loss on ordinary activities before tax | (816,549)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% | (204,137)
| Effects of: |
| Expenses not deductible for tax purposes | 122,631
| Group relief surrendered | 73,434
| Total tax credit for the period | (8,072)
| Factors that may affect future tax charges
Aside from the availability of group relief, there are no other factors affecting future tax charges. Page 20
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
10. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost |
| Additions | 9,520,000
| At 31 March 2025 | 9,520,000
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| JMP Wilcox & Co Limited | Beldray Works, Beldray Road Bilston, Wolverhampton, West Midlands, WV14 7NH | Ordinary | 100%
| Bag It Up Limited | Beldray Works, Beldray Road, Bilston, England, WV14 7NH | Ordinary | 100%
| Hotpursuit Enterprises Limited | 36 Magheralane Road, Randalstown, Antrim, BT41 2NT | Ordinary | 100%
| Nathans Waste Savers Limited | 13 Winchester Avenue, Denny, Scotland, FK6 6QE | Ordinary | 100%
| Zonk Limited | Fort Anne, Douglas, IM1 5PD, Isle of Man | Ordinary | 100%
| SWD Premier Clothing Exports Limited | Unit 2 Townsgate Business Centre Lester Road, Little Hulton, Manchester, United Kingdom, M38 0PT | Ordinary | 100%
| All Textile Solutions Ltd | Soex House 16 Perrywood Business Park, Honeycrock Lane, Redhill, Surrey, United Kingdom, RH1 5JQ | Ordinary | 100%
| Howard Wipers (Denny) Limited* | 13 Winchester Avenue, Denny, Scotland, FK6 6QE | Ordinary | 100%
| Terncove Limited* | 13 Winchester Avenue, Denny, Scotland, FK6 6QE | Ordinary | 100%
| Red Moon Limited* | Fort Anne, Douglas, IM1 5PD, Isle of Man | Ordinary | 100%
| Daisy Grace Unlimited* | Fort Anne, Douglas, IM1 5PD, Isle of Man | Ordinary | 100%
| Maryport Properties Limited* | Fort Anne, Douglas, IM1 5PD, Isle of Man | Ordinary | 100%
| Kempshott Limited* | Fort Anne, Douglas, IM1 5PD, Isle of Man | Ordinary | 100%
| Coopertale Unlimited Company* | Block 3 , Harcourt Centre, Harcourt Road, Dublin 2, Ireland | Ordinary | 100%
| Watergrove Limited* | Fort Anne, Douglas, IM1 5PD, Isle of Man | Ordinary | 100%
Page 21
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
10. | Fixed asset investments (continued)
Subsidiary undertakings (continued) *indirect subsidiary undertakings The following subsidiaries have been dissolved, or are in the process of being dissolved: Watergrove Limited Howard Wipers (Denny) Limited Red Moon Limited Daisy Grace Unlimited Kempshott Limited Maryport Properties Limited
11. | Debtors
|  |  |  |  | 2025
|  |  |  |  | £
| Amounts owed by group undertakings (note 18) | 15,071
| Prepayments and accrued income | 192,524
| Deferred taxation | 8,072
|  | 215,667
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
12. | Cash and cash equivalents
|  |  |  |  | 2025
|  |  |  |  | £
| Cash at bank and in hand | 231,529
Page 22
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
13. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025
|  |  |  |  | £
| Trade creditors | 27,938
| Other taxation and social security | 357,259
| Other creditors | 15,713
| Accruals and deferred income | 854,761
|  | 1,255,671
14. | Deferred taxation
|  | 2025
|  | £
| Credited to the Statement of Comprehensive Income | 8,072
| At the end of the period | 8,072
| The deferred tax asset is made up as follows:
|  |  |  |  | 2025
|  |  |  |  | £
| Accelerated capital allowances | 1,580
| Losses and other deductions | 6,492
|  | 8,072
Page 23
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
15. | Share capital
|  |  |  |  | 2025
|  |  |  |  | £
|  | Allotted, called up and fully paid |
|  | 2 Ordinary shares of £1.00 each | 2
On 9 April 2024 1 Ordinary share was issued at par value. On 8 May 2024 1 Ordinary share was issued at a share premium of £9,520,000. Each Ordinary share carries voting rights but no right to fixed income.
16. | Reserves
Share premium account The share premium account represents the excess of the issue price over the nominal value of shares issued. Profit and loss account This reserve represents the accumulated profits and losses available for distribution, net of any dividends paid.
17. | 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 Group to the fund and amounted to £209,369. Contributions totalling £15,713 were payable to the fund at the reporting date and are included in creditors.
18. | Related party transactions
| The Company has taken advantage of the exemption within FRS 102 not to disclose transactions entered into by two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
Page 24
TEXTILE RECYCLING INTERNATIONAL NEWCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
19. | Post balance sheet events
The wider Group has continued to invest in capital and expansion projects as part of the productivity growth across multiple sites in the new group. In March 2026 there were cash injections by the funders of £3.5m into the Company of which £2m was transferred to JMP Wilcox & Co Limited and £1.5m to SWD Premier Clothing Exports Limited in the form of intercompany loans. In addition to the funds already injected there is a further £1.5m due to be injected in April 2026. This is a significant investment by the funders to facilitate the Groups strategic objectives. The cash injections are loaned to the business through the existing Guarantee Debt Arrangement. There have been no other significant events affecting the Company since the year end.
20. | Controlling party
The Company's immediate parent undertaking is Textile Recycling International Topco Limited, a Company registered in England and Wales. At the reporting date, the Company’s ultimate parent undertaking was Textile Recycling International Topco Limited, a Company registered in England and Wales and this is the smallest and largest Group for which consolidated group financial statements are prepared. Copies of these financial statements are available from Beldray Works, Beldray Road, Bilston, Wolverhampton, WV14 7NH. The Directors are of the opinion that the ultimate controlling party at the reporting date was Textile Recycling International Topco Limited.
Page 25