Company registration number 05236339 (England and Wales)
MIDDLETON ASSOCIATES HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
MIDDLETON ASSOCIATES HOLDINGS LIMITED
COMPANY INFORMATION
Directors
S R Ashton
B Ashton
Company number
05236339
Registered office
Jct 21 Business Park
Gorse Street
Oldham
Lancashire
OL9 9RJ
Auditor
Pierce C A Limited
Mentor House
Ainsworth Street
Blackburn
Lancashire
BB1 6AY
Business address
Jct 21 Business Park
Gorse Street
Gorse Street
Chadderton
Oldham
OL9 9QH
Bankers
Lloyds TSB
16 Market Place
Oldham
Greater Manchester
OL1 1JG
MIDDLETON ASSOCIATES HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 27
MIDDLETON ASSOCIATES HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2025
- 1 -

The directors present the strategic report for the year ended 31 July 2025.

Fair review of the business

The company is a holding company for the group's trading subsidiary offering management support and property rental.

The subsidiary company trades as a wholesaler of beers, wines, spirits and other drinks products, supplying to cash and carry businesses, public houses and retail outlets throughout the United Kingdom.

The directors are pleased with the results for the year, albeit showing a decrease in turnover and profit before tax. There continues to be significant volatility in the economy, arising from both domestic and international factors, such as the ongoing worldwide conflicts, inflationary pressures and cost of living increases. Whilst the directors were very pleased with the trading results in the prior year, they were realistic that it may be difficult to outperform those results in the year to 31 July 202 5.

The trading subsidiary has reported turnover and profit before tax of £25.1 m (2024 - £27.3m) an d £545k (2024 - £649k) respectively.

Following recent years of high turnover and improved profitability in the trading subsidiary, the group has seen a build up of cash. During the year the directors took the decision to use this surplus cash to invest a substantial amount in solar panels, to supply the trading site in a more sustainable manner. Additionally, surplus cash has been used to build a new office and boardroom space.

The group has also been able to continue to invest some of its cash into high interest bearing accounts to take advantage of the current rates of interest.

Post year end the group has continued to trade at similar levels to the current financial year.

Principal risks and uncertainties

The group does not actively use financial instruments as part of its financial risk management. The group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through standard credit control procedures. The directors undertake yearly credit searches on their customers and are willing to adjust credit terms accordingly. The group has a history of very few bad debts, and is able to typically able to recover its debts in a timely manner.

The group has historically been funded by retained profits, but does still hold loans from connected entities. The group's exposure to price and liquidity risks is however, considered to be minimal.

The directors are aware of ongoing issues in respect of the cost of living crisis, affecting households across the UK, which may lead to a reduction in demand for the group's services. To safeguard against these potential risks the group will look to continue to offer its products at competitive prices. In addition, the group has continued to be impacted by increasing shipping costs and general stock price increases across the alcoholic and soft drinks industry.

The directors are aware that the above factors have led to an expected downturn in customer spending, and that drinking habits are constantly changing and evolving. To safeguard against such issues, the directors are committed to adjusting the group's strategy accordingly, and making sure they are in front or at least in line with their competitors and the market.

Development and performance

The group has achieved sales of £25.14 m (202 4 - £27.43 m) and a gross profit margin of 8.4% (202 4 - 8.6%). Gross profit margins are a key performance indicator used by the directors to measure the group's performance.

The reduction in turnover and profit margin has been reflected in a slightly reduced profitability before taxation of £912k (202 4 - £1.1m).

MIDDLETON ASSOCIATES HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 2 -
Future developments

Following the year end the group will look to continue to strengthen their performance, utilising the small but committed and loyal team, all of whom are significantly experienced in the industry.

The directors are focused on staff retention, which is a vital key performance indicator for the group, as well as customer retention, which they hope to secure by continuing an excellent price offering and overall quality of service. The directors continue to believe that the group is a fine place to work, and this has been reflected in a 100% staff retention rate during the year.

Plans continue to be made for an e-commerce offering of drinks and home bars/events equipment to the public through the group's website, to sell on other e-commerce platforms, and negotiations are on-going for the group to become the UK agent for a variety of brands.

The ability to adapt to the changing requirements is paramount and the group has reacted accordingly.

On behalf of the board

S R Ashton
Director
5 March 2026
MIDDLETON ASSOCIATES HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 July 2025.

Principal activities

The principal activity of the company has continued to be that of a holding company providing management services to its subsidiary undertaking.

The group has continued its principal activity of the wholesale of beers, wines and spirits.

Results and dividends

The results for the year are set out on page 8.

During the year dividends of £nil (20 2 4: £nil) were paid in respect of the ordinary shares.

The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

S R Ashton
B Ashton
Auditor

In accordance with the company's articles, a resolution proposing that Pierce C A Limited be reappointed as auditor of the group will be put at a General Meeting.

Statement of disclosure to auditor

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

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
S R Ashton
Director
5 March 2026
MIDDLETON ASSOCIATES HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JULY 2025
- 4 -

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, 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 and then apply them consistently;

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

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

MIDDLETON ASSOCIATES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MIDDLETON ASSOCIATES HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of Middleton Associates Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and 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.

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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

MIDDLETON ASSOCIATES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MIDDLETON ASSOCIATES HOLDINGS LIMITED
- 6 -
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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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

- adequate accounting records have not been kept 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' r esponsibilities s tatement, 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 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 parent 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.

In identifying and assessing risks of material misstatements in respect of irregularities (including fraud) we considered the following:

- The nature of the industry, the company and the group’s control environment, the significant laws and regulations relevant to the group and to the company, and the group and the company's policies on detection of fraud;

- Results of our enquiries of management and of those charged with governance;

- Our review of disclosures included in the financial statements, and

- Engagement team discussions in respect of any potential indicators of non-compliance or fraud.

We have also performed specific procedures to consider the risk of management override and of fraud arising in significant transactions outside the normal course of business.

We did not identify a material risk of non-compliance with laws and regulations or of fraud.

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

MIDDLETON ASSOCIATES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MIDDLETON ASSOCIATES HOLDINGS LIMITED
- 7 -

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.

Jane Smith (Senior Statutory Auditor)
For and on behalf of Pierce C. A. Limited
6 March 2026
Statutory Auditor
Mentor House
Ainsworth Street
Blackburn
Lancashire
BB1 6AY
MIDDLETON ASSOCIATES HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2025
- 8 -
2025
2024
Notes
£
£
Turnover
2
25,142,648
27,429,792
Cost of sales
(23,027,733)
(25,077,804)
Gross profit
2,114,915
2,351,988
Administrative expenses
(1,191,096)
(1,284,104)
Other operating income
752
1,311
Operating profit
3
924,571
1,069,195
Interest receivable and similar income
7
33,223
23,043
Interest payable and similar expenses
8
(50,311)
(36,495)
Amounts written off investments
9
4,433
188
Profit before taxation
911,916
1,055,931
Tax on profit
10
(229,374)
(268,812)
Profit for the financial year
682,542
787,119
Other comprehensive income
Revaluation of tangible fixed assets
250,000
-
0
Tax relating to other comprehensive income
(62,500)
-
0
Total comprehensive income for the year
870,042
787,119
Profit for the financial year is all attributable to the owner of the parent company.
Total comprehensive income for the year is all attributable to the owner of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

MIDDLETON ASSOCIATES HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 JULY 2025
31 July 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
11
1,998,660
1,816,334
Investments
13
16,374
11,941
2,015,034
1,828,275
Current assets
Stocks
15
2,779,246
2,830,000
Debtors
16
2,747,104
2,704,726
Cash at bank and in hand
2,297,717
2,354,024
7,824,067
7,888,750
Creditors: amounts falling due within one year
17
(2,134,745)
(2,789,899)
Net current assets
5,689,322
5,098,851
Total assets less current liabilities
7,704,356
6,927,126
Creditors: amounts falling due after more than one year
18
(78,000)
(215,699)
Provisions for liabilities
Deferred tax liability
21
343,091
298,204
(343,091)
(298,204)
Net assets
7,283,265
6,413,223
Capital and reserves
Called up share capital
22
100
100
Revaluation reserve
805,318
617,818
Distributable profit and loss reserves
6,477,847
5,795,305
Total equity
7,283,265
6,413,223

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

The financial statements were approved by the board of directors and authorised for issue on 5 March 2026 and are signed on its behalf by:
05 March 2026
S R Ashton
Director
Company registration number 05236339 (England and Wales)
MIDDLETON ASSOCIATES HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 JULY 2025
31 July 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
11
11,176
11,176
Investment property
12
1,550,000
1,300,000
Investments
13
240,100
240,100
1,801,276
1,551,276
Current assets
Debtors
16
3,690,845
3,575,216
Cash at bank and in hand
411,448
217,242
4,102,293
3,792,458
Creditors: amounts falling due within one year
17
(257,821)
(265,579)
Net current assets
3,844,472
3,526,879
Total assets less current liabilities
5,645,748
5,078,155
Creditors: amounts falling due after more than one year
18
(78,000)
(215,699)
Provisions for liabilities
Deferred tax liability
21
256,729
194,229
(256,729)
(194,229)
Net assets
5,311,019
4,668,227
Capital and reserves
Called up share capital
22
100
100
Non-distributable profits reserve
805,318
617,818
Distributable profit and loss reserves
4,505,601
4,050,309
Total equity
5,311,019
4,668,227

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

The financial statements were approved by the board of directors and authorised for issue on 5 March 2026 and are signed on its behalf by:
05 March 2026
S R Ashton
Director
Company registration number 05236339 (England and Wales)
MIDDLETON ASSOCIATES HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025
- 11 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 August 2023
100
617,818
5,008,186
5,626,104
Year ended 31 July 2024:
Profit and total comprehensive income
-
-
787,119
787,119
Balance at 31 July 2024
100
617,818
5,795,305
6,413,223
Year ended 31 July 2025:
Profit for the year
-
-
682,542
682,542
Other comprehensive income:
Revaluation of tangible fixed assets
-
250,000
-
250,000
Tax relating to other comprehensive income
-
(62,500)
-
0
(62,500)
Total comprehensive income
-
187,500
682,542
870,042
Balance at 31 July 2025
100
805,318
6,477,847
7,283,265
MIDDLETON ASSOCIATES HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025
- 12 -
Share capital
Non-distri-butable profits
Profit and loss reserves
Total
£
£
£
£
Balance at 1 August 2023
100
617,818
3,545,494
4,163,412
Year ended 31 July 2024:
Profit and total comprehensive income for the year
-
-
504,815
504,815
Balance at 31 July 2024
100
617,818
4,050,309
4,668,227
Year ended 31 July 2025:
Profit and total comprehensive income
-
187,500
455,292
642,792
Balance at 31 July 2025
100
805,318
4,505,601
5,311,019
MIDDLETON ASSOCIATES HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
339,727
2,477,764
Interest paid
(50,311)
(36,495)
Income taxes paid
(424,502)
(401,582)
Net cash (outflow)/inflow from operating activities
(135,086)
2,039,687
Investing activities
Purchase of tangible fixed assets
(9,750)
(318,455)
Proceeds from disposal of tangible fixed assets
-
17,500
Loans repayment from/(advanced to) director
139,211
(670,911)
Interest received
33,223
23,043
Net cash generated from/(used in) investing activities
162,684
(948,823)
Financing activities
(Repayment)/receipt of borrowings
(63,905)
(353,775)
Repayment of bank loans
-
(336,061)
Payment of finance leases obligations
(20,000)
20,000
Net cash used in financing activities
(83,905)
(689,836)
Net (decrease)/increase in cash and cash equivalents
(56,307)
401,028
Cash and cash equivalents at beginning of year
2,354,024
1,952,996
Cash and cash equivalents at end of year
2,297,717
2,354,024
MIDDLETON ASSOCIATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
- 14 -
1
Accounting policies
Company information

Middleton Associates Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Mentor House, Ainsworth Street, Blackburn, Lancashire BB1 6AY.

The group consists of Middleton Associates Holdings Limited and all of its subsidiary.

1.1
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Middleton Associates Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 July 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover represents amounts receivable for goods net of VAT and trade discounts and has been wholly derived from the group's principal activity.

MIDDLETON ASSOCIATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 15 -
1.5
Tangible fixed assets

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

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

Freehold land and buildings
Not depreciated
Leasehold improvements
Not depreciated
Plant and equipment
20% straight line
Fixtures and fittings
15% & 20% straight line
Motor vehicles
20% straight line

Freehold land and leasehold improvements are not depreciated.

Freehold property is not depreciated as it is deemed that the market value of the property and its net book value do not materially differ.

Included within motor vehicles are vehicle registration plate s which ha ve not been depreciated as they are held as long term investment s and the total net realisable value is expected to exceed the total cost.

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

1.6
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.8
Stocks

Stocks are stated at the lower of cost and 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.

1.9
Cash and cash equivalents

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

MIDDLETON ASSOCIATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 16 -
1.10
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

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

Impairment of financial assets

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

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

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

Classification of 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 group after deducting all of its liabilities.

MIDDLETON ASSOCIATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 17 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

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

1.12
Taxation

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

Current tax

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

Deferred tax

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

1.13
Employee benefits

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

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

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

MIDDLETON ASSOCIATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 18 -
2
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
From group principal activity
25,102,648
27,329,792
Third party rental charge
40,000
100,000
25,142,648
27,429,792
2025
2024
£
£
Other revenue
Interest income
33,223
23,043
3
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
77,424
72,657
Profit on disposal of tangible fixed assets
-
(7,706)
Operating lease charges
27,099
27,915
4
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
6,000
6,000
Audit of the financial statements of the company's subsidiaries
11,000
8,500
17,000
14,500
5
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
14
15
2
2
MIDDLETON ASSOCIATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
5
Employees
(Continued)
- 19 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
519,345
544,291
3,000
18,000
Social security costs
46,734
59,258
-
1,602
Pension costs
171,153
134,408
-
0
-
0
737,232
737,957
3,000
19,602
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
29,163
80,986
Company pension contributions to defined contribution schemes
160,000
117,000
189,163
197,986
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
8,960
10,841
Other interest income
24,263
12,202
Total income
33,223
23,043
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
8,960
10,841
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
-
6,379
Other finance costs:
Other interest
50,311
30,116
Total finance costs
50,311
36,495
MIDDLETON ASSOCIATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 20 -
9
Amounts written off investments
2025
2024
£
£
Fair value gains/(losses) on financial instruments
Gain on financial assets held at fair value through profit or loss
4,433
188
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
246,987
213,987
Deferred tax
Origination and reversal of timing differences
(17,613)
54,825
Total tax charge
229,374
268,812

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
911,916
1,055,931
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
227,979
263,983
Tax effect of expenses that are not deductible in determining taxable profit
1,395
2,902
Permanent capital allowances in excess of depreciation
-
0
1,927
Taxation charge
229,374
268,812

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2025
2024
£
£
Deferred tax arising on:
Revaluation of property
62,500
-
MIDDLETON ASSOCIATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 21 -
11
Tangible fixed assets
Group
Freehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
£
Cost or valuation
At 1 August 2024
1,305,000
249,818
59,263
170,376
324,035
2,108,492
Additions
-
0
-
0
-
0
1,500
8,250
9,750
Revaluation
250,000
-
0
-
0
-
0
-
0
250,000
At 31 July 2025
1,555,000
249,818
59,263
171,876
332,285
2,368,242
Depreciation and impairment
At 1 August 2024
-
0
-
0
45,013
109,954
137,191
292,158
Depreciation charged in the year
-
0
-
0
2,369
16,362
58,693
77,424
At 31 July 2025
-
0
-
0
47,382
126,316
195,884
369,582
Carrying amount
At 31 July 2025
1,555,000
249,818
11,881
45,560
136,401
1,998,660
At 31 July 2024
1,305,000
249,818
14,250
60,422
186,844
1,816,334
Company
Plant and equipment
£
Cost or valuation
At 1 August 2024 and 31 July 2025
11,176
Depreciation and impairment
At 1 August 2024 and 31 July 2025
-
0
Carrying amount
At 31 July 2025
11,176
At 31 July 2024
11,176

Freehold land and buildings in cludes a property stated at the director s' estimate of open market value as at 31 July 202 5 of £1,550,000. Had the property not been revalued, its historic cost would have been £487,952 (202 4: £487,952).

MIDDLETON ASSOCIATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 22 -
12
Investment property
Group
Company
2025
2025
£
£
Fair value
At 1 August 2024
-
1,300,000
Net gains or losses through fair value adjustments
-
250,000
At 31 July 2025
-
1,550,000

The investment property is stated at the directors' estimate of open market value as at 31 July 2025. Had the property not been revalued, its historic cost would have been £487,952 (20 2 4: £487,952).

13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
240,100
240,100
Listed investments
16,374
11,941
-
0
-
0
16,374
11,941
240,100
240,100
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 August 2024
11,941
Valuation changes
4,433
At 31 July 2025
16,374
Carrying amount
At 31 July 2025
16,374
At 31 July 2024
11,941
MIDDLETON ASSOCIATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
13
Fixed asset investments
(Continued)
- 23 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 August 2024 and 31 July 2025
240,100
Carrying amount
At 31 July 2025
240,100
At 31 July 2024
240,100
14
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Middleton Associates Limited
1 - Below
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Jct 21 Business Park, Gorse Street, Oldham OL9 9QH
15
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
2,779,246
2,830,000
-
0
-
0
16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,812,611
1,941,707
190,000
-
0
Corporation tax recoverable
330,517
8,307
-
0
-
0
Amounts owed by group undertakings
-
-
3,493,908
3,213,908
Other debtors
557,884
705,680
6,935
361,306
Prepayments and accrued income
46,092
49,032
-
-
2,747,104
2,704,726
3,690,843
3,575,214

Included in O ther debtors are amounts owed by one of the directors of £531,700 (2024: £670,911). Interest has been charged on the loan.

MIDDLETON ASSOCIATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 24 -
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
20
-
0
20,000
-
0
-
0
Other borrowings
19
462,699
388,905
137,699
63,905
Trade creditors
1,132,605
1,803,297
-
0
50,035
Corporation tax payable
246,987
102,292
91,841
102,292
Other taxation and social security
195,266
398,477
-
-
Accruals and deferred income
97,188
76,928
28,281
49,347
2,134,745
2,789,899
257,821
265,579

Other borrowings includes £137,699 (202 4: £63,905) relating to a loan from the Middleton Associates Pension Scheme.

18
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Other borrowings
19
78,000
215,699
78,000
215,699

Other borrowings includes amounts owed of £nil (202 4: £137,699) relating to a loan from the Middleton Associates Pension Scheme, £78,000 (2024: £78,000) due to a Trust for the benefit of one of the directors.

MIDDLETON ASSOCIATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 25 -
19
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Other loans
540,699
604,604
215,699
279,604
Payable within one year
462,699
388,905
137,699
63,905
Payable after one year
78,000
215,699
78,000
215,699

The group's other loans comprises of £137,699 (2024: £2 01,604) relating to a loan from the Middleton Associates Pension Scheme and of £403,000 (2024: £4 03,000) relating to loans from two connected Trusts.

Amounts owed to the Middleton Associates Pension Scheme are secured by way of a first legal charge over the group's investment property, Unit 2a, Gorse Street, Chadderton.

Amounts owed to the connected company and the Trusts are unsecured.

20
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
-
0
20,000
-
0
-
0

The obligation is secured upon the vehicle to which it relates.

MIDDLETON ASSOCIATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 26 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
86,362
103,975
Revaluations
256,729
194,229
343,091
298,204
Liabilities
Liabilities
2025
2024
Company
£
£
Revaluations
256,729
194,229
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 August 2024
298,204
194,229
Charge to profit or loss
44,887
62,500
Liability at 31 July 2025
343,091
256,729
22
Share capital
Group and company
2025
2024
Ordinary share capital
£
£
Issued and fully paid
90 A Ordinary shares of £1 each
90
90
10 B Ordumary shares of £1 each
10
10
100
100
23
Controlling party

The company is controlled by Mr S R Ashton by virtue of his majority shareholding in the company.

MIDDLETON ASSOCIATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 27 -
24
Cash generated from group operations
2025
2024
£
£
Profit for the year after tax
682,542
787,119
Adjustments for:
Taxation charged
229,374
268,812
Finance costs
50,311
36,495
Investment income
(33,223)
(23,043)
Gain on disposal of tangible fixed assets
-
(7,706)
Depreciation and impairment of tangible fixed assets
77,424
72,657
Other gains and losses
(4,433)
(188)
Movements in working capital:
Decrease in stocks
50,754
1,696,759
Decrease in debtors
140,621
484,774
Decrease in creditors
(853,643)
(837,915)
Cash generated from operations
339,727
2,477,764
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