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Registered number: SC704405 CANDLE SHACK HOLDINGS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
CANDLE SHACK HOLDINGS LIMITED COMPANY INFORMATION
Directors | Mrs C L MacLean
| Mr D MacLean
| Mr A M Christiaanse
| Mr A W Robertson
Registered number | SC704405
Registered office | West Carron Works
| Stenhouse Road
| Carron
| Falkirk
| FK2 8DR
Independent auditor | AAB Audit & Accountancy Limited
| Statutory Auditor
| Macfarlane Gray House
| Castlecraig Business Park
| Stirling
| FK7 7WT
Bankers | HSBC
| 2 Buchanan street
| Glasgow
| G1 3LB
| Santander
| 21 Prescot Street
| London
| E1 8AD
Solicitors | Burness Paull LLP
| 31 York Street
| Glasgow
| G2 8AS
CANDLE SHACK HOLDINGS LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 2
Directors' Report | 3 - 4
Independent Auditor's Report | 5 - 8
Consolidated Statement of Income and Retained Earnings | 9
Consolidated Statement of Financial Position | 10
Company Statement of Financial Position | 11
Consolidated Statement of Changes in Equity | 12
Company Statement of Changes in Equity | 13
Consolidated Statement of Cash Flows | 14 - 15
Consolidated Analysis of Net Debt | 16
Notes to the Financial Statements | 17 - 36
CANDLE SHACK HOLDINGS LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 JULY 2025
Introduction
The directors present their Strategic Report for the year ended 31 July 2025.
Business review
During the year the group completed the simplification of its operations following the closure of its candle manufacturing activities in the prior year. The 2025 financial year therefore represents the first full year of trading as a components and supplies business. Group revenue from continuing operations was £12.4m, broadly in line with the prior year on a like-for-like basis once the discontinued manufacturing revenues are excluded from the 2024 comparatives. UK revenues remained stable during the year. European revenues, whilst broadly maintained, continue to represent a significant strategic opportunity and the group remains well placed to grow this part of the business organically, supported by its Netherlands fulfilment capability and multilingual online presence. The directors also consider EBITDA (earnings before interest, taxes, depreciation and amortisation) to be an important measure of underlying performance. EBITDA of £411k in the year demonstrates the business's ability to generate positive returns from its core trading operations, independent of the non-cash and financing charges that principally drive the group's reported statutory loss. During the year the group undertook a review of its online sales infrastructure, culminating in the development of a new unified sales platform.The group's strategic decision to focus on e-commerce has been a positive and correct step, resulting in the business returning to profitability on an underlying basis. On an EBITDA basis (earnings before interest, taxes, depreciation and amortisation), the group delivered £411k in the year (2024: £344k ), representing a positive year-on-year improvement and evidencing the cash-generative nature of the group's core trading operations in what remain challenging market conditions. Whilst the group reports a statutory loss for the year after taxation of £816k, this principally reflects two items that are largely non-cash or accrued in nature: (i) the amortisation of goodwill of £463k, which is a non-cash accounting charge; and (ii) interest charges of £595k largely relating to long-term shareholder funding treated as debt under applicable accounting standards, the substantial majority of which (£476k) accrued during the year but was not paid in cash. Removing these items from the group's results provides a more meaningful picture of the underlying trading performance, as reflected in the EBITDA figure above. Financial Position and Capital Structure At group level, the financial position reflects a significant long-term debt structure, including shareholder funding in the form of preference shares treated as debt, which accounts for the majority of the group’s net liability position of £7.1m . The directors are satisfied that the group has adequate resources to continue trading and that the going concern basis of preparation remains appropriate, as set out in more detail in the accounting policies note. Of the total interest charge of £595k recognised in the year on this long-term funding, £476k represents accrued but unpaid interest. This, together with the non-cash amortisation of goodwill of £463k, accounts for the substantial majority of the group's statutory loss. The group's underlying trading operations generated EBITDA of £411k in the year, which the directors consider to be a more representative indicator of the group's trading performance and its capacity to service its obligations over time. Page 1
CANDLE SHACK HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 JULY 2025
Principal risks and uncertainties
The directors consider that the principal risks and uncertainties the group faces are as follows: Liquidity risk The group manages its liquidity risk through the day to day management of working capital having regard to available bank facilities. Forecasts and budgets are in place and performance monitored on a regular basis to ensure that cash requirements are met and that liabilities can be paid as they fall due. Credit risk In order to minimise the risk of loss through customer default, the majority of sales are paid in advance of product shipment. Where this is not possible, a robust credit assessment and monitoring process is in place. Competitive risk The group operates in a competitive industry. Product ranges held and pricing by competitors can adversely impact the business as customers search for value for money in the current economic climate. We continue to monitor and review our product offering to ensure we continually offer value to our customers. Exchange rate risk The group purchases goods in foreign currencies and to manage this risk have systems and procedures in place to minimise the risk of currency exposure and monitor this position on an ongoing basis. Inflation and supply chain risk Inflationary pressures and the continued risk to the supply chain, especially from the Far East, has led to the group continue to review these risks closely. The company have looked to offset these challenges by reviewing stock holdings to ensure critical stock levels are always appropriate, with stock purchased in advance where cost savings can be made.
Financial key performance indicators
The directors use Key Performance Indicators (“KPIs”) to monitor and assess the group’s performance. These KPIs include sales levels, gross margin, controlling administrative costs, and operating profit. All of these figures can be viewed on the Statement of Income and Retained Earnings on page 9 of the financial statements. The directors also pay close attention to the aging of stock. This report was approved by the board and signed on its behalf.
Mr D MacLean Director
Date: 9 April 2026
Page 2
CANDLE SHACK HOLDINGS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 JULY 2025 The directors present their report and the financial statements for the year ended 31 July 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments 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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the year, after taxation, amounted to £815,721 (2024 - loss £905,813). No dividend was paid during the year (2024 - nil).
Directors
The directors who served during the year were:
Mrs C L MacLean
Mr D MacLean
Mr A M Christiaanse
Mr A W Robertson
Page 3
CANDLE SHACK HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 JULY 2025
Future developments
The group will continue to focus on its core activity as a B2B e-commerce supplier of candle and home fragrance making components to small and medium-sized makers across the UK and Europe. Subsequent to the year end, the group launched a new unified online sales platform, consolidating from four separate storefronts into one. This simplifies operations and reduces administrative complexity, whilst delivering an improved customer experience through easier navigation and a more streamlined purchasing journey. The group is well positioned to continue growing its European customer base organically through this platform. UK turnover remains stable and the directors expect this to continue. European revenues, whilst broadly maintained in the year, represent a significant opportunity and the group will continue to develop its presence in this market through its existing infrastructure, including its fulfilment capability in the Netherlands. The group’s operational base remains at West Carron Works, Carron, from where its warehousing, R&D and technical support functions continue to operate. The directors remain focused on cost control and working capital management whilst pursuing measured growth and are confident in the group’s ability to trade effectively in its established markets.
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 director is aware, there is no relevant audit information of which the Company and the Group's auditor is 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 and the Group's auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the Group since the year end.
Auditor
The auditor, AAB Audit & Accountancy 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.
Mr D MacLean Director
Date: 9 April 2026
Page 4
CANDLE SHACK HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CANDLE SHACK HOLDINGS LIMITED
Opinion
We have audited the financial statements of Candle Shack Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 July 2025, which comprise the Consolidated Statement of Income and Retained Earnings, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Group's and of the Parent Company's affairs as at 31 July 2025 and of the Group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 5
CANDLE SHACK HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CANDLE SHACK HOLDINGS LIMITED (CONTINUED)
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. 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.
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 Group 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 Group 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the Parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of 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 3, 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 Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. Page 6
CANDLE SHACK HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CANDLE SHACK HOLDINGS LIMITED (CONTINUED)
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 Group 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 obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation Legislation. We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be: ∙Management override of controls to manipulate the company's key performance indicators to meet targets; ∙Completeness and occurrence of revenue recognition; and ∙Valuation of investments/goodwill Our audit procedures to respond to these risks included: ∙Substantively testing a sample of revenue transactions to ensure completeness and occurrence; ∙Performing high level analytical procedures to identify any unusual or unexpected relationships; ∙Testing journal entries to identify any unusual transactions; ∙Investigating the rationale behind significant or unusual transactions; ∙Performing an impairment review of the carrying value of the investment, primarily through the review of net present value calculations for discounted future cash flows, to ensure the carrying value of investment/goodwill remains appropriate; ∙Enquiring of management as to actual and potential litigation and claims; and ∙Reviewing judgements made by management in their calculation of accounting estimates for potential management bias. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves 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 Auditor's Report. Page 7
CANDLE SHACK HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CANDLE SHACK HOLDINGS LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Nicola MacLennan (Senior Statutory Auditor) for and on behalf of AAB Audit & Accountancy Limited Statutory Auditor Macfarlane Gray House Castlecraig Business Park Stirling FK7 7WT 9 April 2026 Page 8
CANDLE SHACK HOLDINGS LIMITED CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED 31 JULY 2025
| Continuing operations | Discontinued operations | Total | Continuing operations | Discontinued operations | Total
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024
Note | £ | £ | £ | £ | £ | £
Turnover | 4 | 12,424,081 | - | 12,424,081 | 12,834,621 | 663,815 | 13,498,436
Cost of sales |  | (8,317,570) | - | (8,317,570) | (9,191,451) | (472,969) | (9,664,420)
Gross profit |  | 4,106,511 | - | 4,106,511 | 3,643,170 | 190,846 | 3,834,016
Administrative expenses |  | (4,325,130) | - | (4,325,130) | (3,990,739) | (360,991) | (4,351,730)
Other operating income | 5 | 29,779 | - | 29,779 | 92,010 | - | 92,010
Operating loss | 6 | (188,840) | - | (188,840) | (255,559) | (170,145) | (425,704)
Interest payable and similar expenses | 9 | (594,813) | - | (594,813) | (529,368) | (7,953) | (537,321)
Loss before tax |  | (783,653) | - | (783,653) | (784,927) | (178,098) | (963,025)
Tax on loss | 10 | (32,068) | - | (32,068) | 57,212 | - | 57,212
Loss after tax |  | (815,721) | - | (815,721) | (727,715) | (178,098) | (905,813)
Retained earnings at the beginning of the year |  |  | (7,046,455) |  | (6,140,642)
Loss for the year attributable to the owners of the parent |  |  | (815,721) |  | (905,813)
Retained earnings at the end of the year |  |  | (7,862,176) |  | (7,046,455)
The notes on pages 17 to 36 form part of these financial statements.
Page 9
CANDLE SHACK HOLDINGS LIMITED REGISTERED NUMBER: SC704405 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 JULY 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 11 |  | 2,815,066 |  | 3,277,817
Tangible assets | 12 |  | 147,629 |  | 258,253
|  |  | 2,962,695 |  | 3,536,070
Current assets |  |  |  |  |
Stocks | 14 | 1,549,219 |  | 1,708,088 |
Debtors: amounts falling due within one year | 15 | 456,579 |  | 614,185 |
Cash at bank and in hand | 16 | 36,948 |  | 102,559 |
|  | 2,042,746 |  | 2,424,832 |
Creditors: amounts falling due within one year | 17 | (4,579,617) |  | (4,314,290) |
Net current liabilities |  |  | (2,536,871) |  | (1,889,458)
Total assets less current liabilities |  |  | 425,824 |  | 1,646,612
Creditors: amounts falling due after more than one year | 18 |  | (7,499,432) |  | (7,882,660)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 21 |  | (14,660) |  | (36,982)
Net liabilities |  |  | (7,088,268) |  | (6,273,030)
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 788,709 |  | 788,709
Foreign exchange reserve | 23 |  | (14,801) |  | (15,284)
Profit and loss account | 23 |  | (7,862,176) |  | (7,046,455)
|  |  | (7,088,268) |  | (6,273,030)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Mr D MacLean
Director
Date: 9 April 2026
The notes on pages 17 to 36 form part of these financial statements. Page 10
CANDLE SHACK HOLDINGS LIMITED REGISTERED NUMBER: SC704405 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 JULY 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 13 |  | 3,115,159 |  | 3,115,159
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 15 | 532,113 |  | 546,397 |
Creditors: amounts falling due within one year | 17 | (2,138,416) |  | (1,497,396) |
Net current liabilities |  |  | (1,606,303) |  | (950,999)
Total assets less current liabilities |  |  | 1,508,856 |  | 2,164,160
Creditors: amounts falling due after more than one year | 18 |  | (7,126,437) |  | (7,293,102)
Net liabilities |  |  | (5,617,581) |  | (5,128,942)
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 788,709 |  | 788,709
Profit and loss account | 23 |  | (6,406,290) |  | (5,917,651)
|  |  | (5,617,581) |  | (5,128,942)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Mr D MacLean
Director
Date: 9 April 2026
The notes on pages 17 to 36 form part of these financial statements. Page 11
CANDLE SHACK HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JULY 2025
| Called up share capital | Foreign exchange reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 August 2024 | 788,709 | (15,284) | (7,046,455) | (6,273,030)
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (815,721) | (815,721)
Currency translation differences | - | 483 | - | 483
Total comprehensive income for the year | - | 483 | (815,721) | (815,238)
At 31 July 2025 | 788,709 | (14,801) | (7,862,176) | (7,088,268)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JULY 2024
| Called up share capital | Foreign exchange reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 August 2023 | 788,709 | (4,534) | (6,140,642) | (5,356,467)
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (905,813) | (905,813)
Currency translation differences | - | (10,750) | - | (10,750)
Total comprehensive income for the year | - | (10,750) | (905,813) | (916,563)
At 31 July 2024 | 788,709 | (15,284) | (7,046,455) | (6,273,030)
| The notes on pages 17 to 36 form part of these financial statements.
Page 12
CANDLE SHACK HOLDINGS LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JULY 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 August 2024 | 788,709 | (5,917,651) | (5,128,942)
Comprehensive income for the year |  |  |
Loss for the year | - | (488,639) | (488,639)
Total comprehensive income for the year | - | (488,639) | (488,639)
At 31 July 2025 | 788,709 | (6,406,290) | (5,617,581)
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JULY 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 August 2023 | 788,709 | (3,467,057) | (2,678,348)
Comprehensive income for the year |  |  |
Loss for the year | - | (2,450,594) | (2,450,594)
Total comprehensive income for the year | - | (2,450,594) | (2,450,594)
At 31 July 2024 | 788,709 | (5,917,651) | (5,128,942)
| The notes on pages 17 to 36 form part of these financial statements.
Page 13
CANDLE SHACK HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 JULY 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (815,721) | (905,813)
Adjustments for: |  |
Amortisation of intangible assets | 462,751 | 462,751
Depreciation of tangible assets | 134,130 | 186,350
Profit/(loss) on disposal of tangible assets | 45,511 | (11,000)
Government grants | - | (35,000)
Interest paid | 594,813 | 537,321
Taxation charge | 32,068 | (57,212)
Decrease in stocks | 158,869 | 281,096
Decrease/(increase) in debtors | 101,917 | (230,470)
(Decrease)/increase in creditors | (471,801) | 271,512
Corporation tax received | - | 144,462
Forex movement | 483 | (10,750)
Net cash generated from operating activities | 243,020 | 633,247
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (32,563) | (47,353)
Sale of tangible fixed assets | 51,836 | 11,000
Government grants received | - | 35,000
Net cash from investing activities | 19,273 | (1,353)
Page 14
CANDLE SHACK HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2025
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
Repayment of bank loans | (178,660) | (281,022)
Other new loans | 428,000 | 340,200
Repayment of other loans | (545,164) | (295,757)
Repayment of/new finance leases | (47,209) | (47,209)
Interest paid | (111,964) | (105,023)
HP interest paid | (6,928) | (6,928)
Net cash used in financing activities | (461,925) | (395,739)
Net (decrease)/increase in cash and cash equivalents | (199,632) | 236,155
Cash and cash equivalents at beginning of year | (134,303) | (370,458)
Cash and cash equivalents at the end of year | (333,935) | (134,303)
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 36,948 | 102,559
Bank overdrafts | (370,883) | (236,862)
| (333,935) | (134,303)
The notes on pages 17 to 36 form part of these financial statements.
Page 15
CANDLE SHACK HOLDINGS LIMITED CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 JULY 2025
| At 1 August 2024 | Cash flows | Other non-cash changes | At 31 July 2025
| £ | £ | £ | £
Cash at bank and in hand | 102,559 | (65,611) | - | 36,948
Bank overdrafts | (236,862) | (134,021) | - | (370,883)
Debt due after 1 year | (7,800,046) | 169,355 | 166,665 | (7,464,026)
Debt due within 1 year | (971,353) | 126,469 | (238,553) | (1,083,437)
Finance leases | (129,822) | 47,208 | - | (82,614)
| (9,035,524) | 143,400 | (71,888) | (8,964,012)
The notes on pages 17 to 36 form part of these financial statements.
Page 16
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
1. | General information
The company (SC704405) is a private company limited by shares and is registered and incorporated in Scotland. The registered office is West Carron Works Stenhouse Road, Carron, Falkirk, Scotland, FK2 8DR. The principal activity of the company for the year under review was that of a non-trading holding company. The principal activity of the group was the provision of home fragrance components and technical services to small and medium candle makers in the UK and EU. The group consists of Candle Shack Holdings Limited, its direct subsidiary Candle Shack Limited and its indirect subsidiary Candle Shack B.V. 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Income and Retained Earnings in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Income and Retained Earnings from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 17
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.3 | Going concern
The directors, in their consideration of whether the group is a going concern, have reviewed the group and company cash flow forecasts and revenue projections which have been prepared on the basis of market knowledge, past experience and current trading conditions. Over the coming twelve months, the directors consider the biggest risks to the business are a reduction in sales from forecasts, delays in shipments and production, and any resultant delays in cash inflows. These challenges are somewhat outwith the group's control, but despite this, the directors are satisfied that based on their forecasts and projections, including appropriate sensitivity analysis, together with the company's current committed debt position through the continued support of HSBC UK, projected cash generation from trading, and other potential sources of finance, including a letter of support from a shareholder, it is appropriate to prepare the financial statements on a going concern basis. The directors are also mindful of the fact that the group has a net current liability and net liability position at the year end. However, this is largely due to long-term shareholder debt within the business, and the directors are satisfied that having reviewed the revenue and cash flow forecasts and after applying appropriate sensitivity analysis, that the group will be able to support itself going forward and operate within its current facilities. Notwithstanding current international events and the cost of living crisis, the directors believe that the group has a strong product offering, and as is already evident expect their future plans to increase demand for the group's product range and generate turnover and cashflow, and also allow the group to return to profitability in the near future. After taking all of these factors into account, the directors are of the opinion that the group has, and will have, adequate financial resources to continue its activities for at least 12 months from when the accounts are approved and signed, and hence the accounts are prepared on a going concern basis.
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP, and rounded to the nearest £1. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. Page 18
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group 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 Group 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 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.7 | Leased assets: the Group as lessee
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
| 2.8 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. Page 19
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.9 | Government grants
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income. Grants of a revenue nature are recognised in the Consolidated Statement of Income and Retained Earnings in the same period as the related expenditure.
| 2.10 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.11 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.12 | Pensions
Defined contribution pension plan The Group operates two defined contribution plans for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.13 | Employee benefits
Short-term employee benefits are recognised as an expense in the period in which they are incurred. Page 20
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.14 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate 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.
| 2.15 | 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 the Group's share 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 to the Consolidated statement of income and retained earnings over its useful economic life. The estimated useful economic life is deemed to be 10 years.
| 2.16 | 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. Page 21
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.16 | Tangible fixed assets (continued)
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 improvements | - | 10% | straight line
|  |  |  | Plant and machinery | - | 25% | 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.
| 2.17 | 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.
| 2.18 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.19 | 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 comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.20 | 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. Page 22
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.21 | 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. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.22 | 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.
| 2.23 | Provisions for liabilities
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss. When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
| 2.24 | Financial instruments
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loan sand other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Income and Retained Earnings. Page 23
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.The following judgements and estimates have had the most significant effect on amounts recognised in the financial statements: Stock provisions Judgement is required when assessing whether a provision is required for slow moving stock. The directors consider the ageing, market conditions and the net realisable value of the stock when making this judgement. Valuation of goodwill and investment To determine the valuation of goodwill and investment is not overstated, the directors must consider and make judgements on the estimated future cashflows expected to be generated from the goodwill and investment acquired. The directors continually evaluate cashflow projections and revenue forecasts, informed by the most recent market data and prevailing trading dynamics. Consequently, they remain vigilant to any indications of impairment.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| E-Commerce sales | 11,495,719 | 11,691,980
| Other sales | 928,362 | 1,806,456
|  | 12,424,081 | 13,498,436
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 7,970,252 | 8,946,753
| Rest of Europe | 4,453,829 | 4,551,683
|  | 12,424,081 | 13,498,436
Page 24
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating income | 19,044 | 38,362
| Government grants receivable | - | 35,000
| Commissions receivable | 10,735 | 18,648
|  | 29,779 | 92,010
6. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | 10,800 | 3,237
| Depreciation | 134,430 | 186,850
| Other operating lease rentals | - | 24,850
| Auditor remuneration | 32,000 | 28,500
| Amortisation | 462,751 | 462,751
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 2,117,556 | 2,359,909
| Social security costs | 251,674 | 244,196
| Cost of defined contribution scheme | 66,123 | 76,789
|  | 2,435,353 | 2,680,894
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Average number of employees | 65 | 77
Page 25
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 223,333 | 210,000
| Group contributions to defined contribution pension schemes | 3,954 | 3,954
|  | 227,287 | 213,954
| During the year retirement benefits were accruing to 3 directors (2024 - 3) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £86,667 (2024 - £80,000).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2024 - £1,321).
9. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 111,964 | 105,023
| Other loan interest payable | 217,979 | 168,132
| Preference share dividend interest | 257,942 | 257,238
| Finance leases and hire purchase contracts | 6,928 | 6,928
|  | 594,813 | 537,321
Page 26
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 54,390 | (29,772)
| Total current tax | 54,390 | (29,772)
| Deferred tax |  |
| Short term timing differences | (23,195) | (52,701)
| Adjustments in respect of prior periods | 873 | 25,261
| Total deferred tax | (22,322) | (27,440)
| Tax on loss | 32,068 | (57,212)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower 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 | (783,653) | (963,025)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (195,913) | (240,756)
| Effects of: |  |
| Fixed asset differences | 1,069 | 677
| Expenses not deductible for tax purposes | 65,348 | 67,737
| Income not taxable | (78,345) | -
| Adjustments to tax charge in respect of prior periods | 873 | 25,261
| Movement in deferred tax not recognised | 124,288 | 59,231
| Other differences | (940) | (4,877)
| Non-tax deductible amortisation goodwill/impairment | 115,688 | 123,482
| R&D tax credits | - | (38,853)
| Unrelieved tax losses carried forward | - | (49,114)
| Total tax charge for the year | 32,068 | (57,212)
Page 27
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
11. | Intangible assets
| Group
|  | Goodwill
|  | £
| Cost |
| At 1 August 2024 | 7,127,507
| At 31 July 2025 | 7,127,507
| Amortisation |
| At 1 August 2024 | 3,849,690
| Charge for the year | 462,751
| At 31 July 2025 | 4,312,441
| Net book value |
| At 31 July 2025 | 2,815,066
| At 31 July 2024 | 3,277,817
Page 28
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
12. | Tangible fixed assets
| Group
|  | Leasehold improvements | Plant and machinery | Fixtures and fittings | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 August 2024 | 49,929 | 757,212 | 2,487 | 809,628
| Additions | - | 32,492 | 71 | 32,563
| Disposals | (3,511) | (420,501) | - | (424,012)
| At 31 July 2025 | 46,418 | 369,203 | 2,558 | 418,179
| Depreciation |  |  |  |
| At 1 August 2024 | 7,911 | 541,985 | 1,479 | 551,375
| Charge for the year | 2,712 | 133,593 | 557 | 136,862
| Disposals | (3,511) | (414,176) | - | (417,687)
| At 31 July 2025 | 7,112 | 261,402 | 2,036 | 270,550
| Net book value |  |  |  |
| At 31 July 2025 | 39,306 | 107,801 | 522 | 147,629
| At 31 July 2024 | 42,018 | 215,227 | 1,008 | 258,253
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Plant and machinery | 14,084 | 88,688
Page 29
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
13. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 August 2024 | 7,615,159
| At 31 July 2025 | 7,615,159
| Impairment |
| At 1 August 2024 | 4,500,000
| At 31 July 2025 | 4,500,000
| Net book value |
| At 31 July 2025 | 3,115,159
| At 31 July 2024 | 3,115,159
| Direct subsidiary undertaking
| The following was a direct subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| Candle Shack Limited | Kemp House, 152 City Road, London, EC1V2NX | Ordinary | 100%
Page 30
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
| Indirect subsidiary undertaking
| The following was an indirect subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| Candle Shack B.V. | Edisonweg 236101XJ,Echt, Netherlands | A Ordinary | 100%
14. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Stocks | 1,549,219 | 1,708,088
15. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 39,981 | 138,318 | - | -
| Amounts owed by group undertakings | - | - | 532,113 | 546,397
| Other debtors | 9,691 | 39,158 | - | -
| Prepayments and accrued income | 406,907 | 381,020 | - | -
| Tax recoverable | - | 55,689 | - | -
|  | 456,579 | 614,185 | 532,113 | 546,397
16. | Cash and cash equivalents
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Cash at bank and in hand | 36,948 | 102,559
| Less: bank overdrafts | (370,883) | (236,862)
|  | (333,935) | (134,303)
Page 31
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
17. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank overdrafts | 370,883 | 236,862 | - | -
| Bank loans | 166,667 | 175,972 | - | -
| Other loans | 916,770 | 795,381 | 500,000 | 333,335
| Trade creditors | 687,640 | 1,067,123 | - | -
| Corporation tax | 58,287 | - | - | -
| Other taxation and social security | 283,662 | 414,304 | - | -
| Obligations under finance lease and hire purchase contracts | 47,208 | 47,208 | - | -
| Other creditors | 206,451 | 241,591 | - | -
| Accruals and deferred income | 1,842,049 | 1,335,849 | 1,638,416 | 1,164,061
|  | 4,579,617 | 4,314,290 | 2,138,416 | 1,497,396
| The bank holds a floating charge over the whole of the property of the company, a first fixed charge over book and other debts, chattels, goodwill and uncalled capital, both present and future, and a first floating charge over all assets and undertakings both present and future.
18. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 333,333 | 500,000 | - | -
| Other loans | 1,772,493 | 1,941,846 | 1,768,237 | 1,934,902
| Net obligations under finance leases and hire purchase contracts | 35,406 | 82,614 | - | -
| Share capital treated as debt | 5,358,200 | 5,358,200 | 5,358,200 | 5,358,200
|  | 7,499,432 | 7,882,660 | 7,126,437 | 7,293,102
| Disclosure of the terms and conditions attached to the non-equity shares is made in note 22.
| The bank holds a floating charge over the whole of the property of the company, a first fixed charge over book and other debts, chattels, goodwill and uncalled capital, both present and future, and a first floating charge over all assets and undertakings both present and future.
Page 32
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
19. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Amounts falling due within one year |  |  |  |
| Bank loans | 166,667 | 175,972 | - | -
| Other loans | 916,770 | 795,381 | 500,000 | 333,335
|  | 1,083,437 | 971,353 | 500,000 | 333,335
| Amounts falling due 1-2 years |  |  |  |
| Bank loans | 166,667 | 166,667 | - | -
| Other loans | 1,770,925 | 169,353 | 1,768,237 | 166,665
|  | 1,937,592 | 336,020 | 1,768,237 | 166,665
| Amounts falling due 2-5 years |  |  |  |
| Bank loans | 166,666 | 333,333 | - | -
| Other loans | 1,568 | 1,772,493 | - | 1,768,237
|  | 168,234 | 2,105,826 | - | 1,768,237
| Bank loans/Other loans | - | - | - | -
|  | 3,189,263 | 3,413,199 | 2,268,237 | 2,268,237
20. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Within one year | 47,208 | 47,208
| Between 1-5 years | 35,406 | 82,614
|  | 82,614 | 129,822
Page 33
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
21. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (36,982)
| Charged to profit or loss | 22,322
| At end of year | (14,660)
| Company
|  | 2025
| At end of year | -
| The provision for deferred taxation is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Fixed asset timing differences | (15,405) | (37,851)
| Short term timing differences | 745 | 869
|  | (14,660) | (36,982)
Page 34
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
22. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Shares classified as equity
|  | Allotted, called up and fully paid |  |
|  | 556,946 (2024 - 556,946) Ordinary shares of £1.00 each | 556,946 | 556,946
|  | 231,763 (2024 - 231,763) Ordinary A shares of £1.00 each | 231,763 | 231,763
|  |  | 788,709 | 788,709
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Shares classified as debt
|  | Allotted, called up and fully paid |  |
|  | 2,358,200 (2024 - 2,358,200) Ordinary B shares of £1.00 each | 2,358,200 | 2,358,200
|  | 500,000 (2024 - 500,000) Ordinary C shares of £1.00 each | 500,000 | 500,000
|  | 2,500,000 (2024 - 2,500,000) Deferred shares of £1.00 each | 2,500,000 | 2,500,000
|  |  | 5,358,200 | 5,358,200
| The Ordinary and A Ordinary shareholders have no preferential rights to dividends, and rank equally for voting purposes. The Ordinary B and C shareholders are due a preference dividend of 9% which is accrued from day to day, from and including the date of issue, and will crystallise annually on each anniversary of the date of issue. See note 24. On winding up, the B and C shareholders are entitled to receive in priority to other shareholders, a sum equal to the price of the shares plus any accumulated dividend not paid. The Deferred shareholders have no preferential rights to dividends, and hold no voting rights. In the event of a sale of the business, £1 will be owed to the owners of the Deferred shares, and a C Share Premium of £2,500,000 will be created and owed to another shareholder.
23. | Reserves
Foreign exchange reserve The foreign exchange reserve represents retranslation gains and losses arising on consolidation. Profit and loss account The profit and loss account represents the accumulated profits and losses of the company less distributions made to shareholders. Page 35
CANDLE SHACK HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025
24. | Contingent liabilities
The ordinary B and C shareholders are due a preference dividend of 9% which is accrued from day to day, from and including the date of issue, and will accumulate annually on each anniversary of the date of issue. The directors and shareholders have not accrued the preference dividend for the period from September 2024 to July 2025 (2024 - £Nil), as the dividend only accumulates annually on each anniversary of the date of issue (which occurs each September). As a result of this, there was therefore no obligation at the year end date to accrue for these dividends.
25. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £66,123 (2024 - £76,789). Contributions totaling £7,043 (2024 - £76,789) were payable to the fund at the reporting date and are included in creditors.
26. | Commitments under operating leases
| At 31 July 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 456,680 | 462,521
| Later than 1 year and not later than 5 years | 1,360,098 | 1,482,594
| Later than 5 years | 196,459 | 536,483
|  | 2,013,237 | 2,481,598
27. | Related party transactions
| The Company has taken the exemption available under S33.1A of FRS 102 not to disclose transactions with other wholly owned members of the group. At the statement of financial position date, the company owed £162,000 (2024 - £186,000) to its directors. Key management personnel All directors who have the authority and responsibility for planning, directing and controlling the activities of the company are considered to be key management personnel. Total remuneration including social security in respect of these directors is £253,836 (2024 - £251,413).
28. | Controlling party
There is no ultimate controlling party of Candle Shack Holdings Limited. Page 36
CANDLE SHACK HOLDINGS LIMITED
Page 37