B.M.FASHIONS (U.K.) LIMITED

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31ST JULY 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

6

Report of the Independent Auditors

8

Statement of Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

M S Mattu

G S Mattu

SECRETARY:

N K Mattu

REGISTERED OFFICE:

11 St Georges Way

Leicester

LE1 1SH

REGISTERED NUMBER:

03863347 (England and Wales)

AUDITORS:

HW Bedford Limited

First Floor, Woburn Court

2 Railton Road

Woburn Rd Ind Est

Kempston

Bedfordshire

MK42 7PN

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

REVIEW OF BUSINESS

Sales were higher compared to last year due to the business increasing both product range and licenses. The gross profit margin is marginally higher than the prior year.

The Balance Sheet remains strong as a result of improved working capital management.

Staff morale and well being continue to be at the forefront of management actions.

The current year presented a number of challenges, including elevated interest rates at the start of the period, which gradually moderated, and an increase in National Insurance costs.

Despite these headwinds, the directors have ensured that the business remains well-funded and appropriately derisked, while maintaining sufficient investment in its offshore sourcing offices.

The directors have also ensured that the Company's foundation is in a strong position to support future growth. This provides a solid platform for delivering the Company's strategic priorities and continuing to create long-term value for stakeholders.

Key performance Indicators:

2025

2024

£'000

£'000

Turnover

115,474

101,161

Gross profit

18,166

14,725

Net (liabilities)/assets

187

7,049

PRINCIPAL RISKS AND UNCERTAINTIES

The Company's sourcing offices continue to work closely with local manufacturing and logistics suppliers to ensure that quality, compliance, and delivery standards are consistently maintained. These offices also oversee adherence to local government regulations and environmental standards across all supply chain operations.

Given the Company's reliance on overseas production, purchases and sales are often conducted in multiple currencies. Generally, both purchases and sales are denominated in the same currency, thereby minimising exposure to exchange rate fluctuations. Where foreign currency exposure does arise, it is managed through systems and processes designed to mitigate associated risks.

The Company is committed to conducting all manufacturing operations in full compliance with local labour laws and regulations in the jurisdictions in which it operates. The directors have established policies and monitoring procedures to ensure that employment practices are fair, ethical, and free from any form of unfair labour practice, including discrimination, forced labour, or unsafe working conditions. These measures are regularly reviewed to maintain high standards of employee welfare and to mitigate operational and reputational risks.

The directors recognise that the Company's operations, including manufacturing and sourcing practices, can have a direct impact on brand reputation and the maintenance of license agreements. High ethical standards and regulatory compliance are central to protecting brand integrity. Policies and controls are in place to monitor suppliers and partners, ensuring that any potential risks to brand reputation or license relationships are identified and mitigated proactively.

Quality control remains a key priority, as the reliability and standard of the Company's manufactured products are critical to maintaining brand reputation and fulfilling licence obligations. Robust quality assurance procedures are implemented across all manufacturing operations to minimise the risk of defects and ensure that products meet required standards.

Furthermore, the Company is committed to sourcing materials ethically and sustainably, with due diligence and monitoring processes in place to ensure compliance with environmental, social, and governance standards. These measures help safeguard the integrity of the Company's products and reinforce strong relationships with brand partners.

SECTION 172(1) STATEMENT

Each director of the Company continues to be mindful of their statutory duty to promote the success of the company for the benefit of the members as a whole and, in so doing having regard (amongst other matters) to those factors set out in section 172(1)(a)-(f) of the Companies Act 2006:

(a) the likely consequences of any decision in the long term,

(b) the interests of the Company's employees,

(c) the need to foster the Company's business relationships with suppliers, customers and others,

(d) the impact of the Company's operations on the community and the environment,

(e) the desirability of the Company maintaining a reputation for high standards of business conduct, and

(f) the need to act fairly as between members of the Company.

Long term consequences of business decisions:

The Company carefully considers the long-term impacts of its business decisions. By aligning operational strategies with sustainable value creation, the Directors ensure that both the Company and its owners benefit from enduring growth and resilience.

Interest of the Company's employees:

The Company values the contribution of its employees and is committed to supporting their well-being, development, and engagement. By fostering a positive and inclusive work environment, the Company ensures that employees are empowered to contribute effectively to long-term business success.

Fostering business relationships with suppliers, customers and others:

The Company actively fosters strong, mutually beneficial relationships with suppliers, customers, and other stakeholders. By maintaining trust, collaboration, and open communication, the Company supports sustainable growth and long-term value creation across its business network.

Impact to the community and the environment:

The Company is mindful of the impact of its operations on both the community and the environment. It seeks to conduct business responsibly, minimizing environmental footprint and contributing positively to the communities in which it operates, supporting sustainable and ethical practices.

Maintaining a reputation for high standards and business conduct:

The Company is committed to maintaining the highest standards of integrity, ethics, and business conduct. Upholding these principles ensures trust with stakeholders and supports sustainable, long-term success.

Acting fairly between members of the Company:

The Company is committed to treating all members fairly and equitably. Decisions are made transparently and with consideration for the interests of all stakeholders, ensuring alignment and trust across the ownership structure.

The Company constantly liaises with suppliers, customers, and licensors to maintain close working relationships to monitor both current and future developments for the benefit of all parties.

STREAMLINED ENERGY AND CARBON REPORTING (SECR)

Reporting period

1st August 2024 to 31st July 2025

Energy and Carbon calculation

Type of

2025

2024

emission

Activity

kWh

tCO2e

% of Total

kWh

tCO2e

% of Total

Natural Gas

425,382

77.83

48.31%

343,367

62.80

54.48%

Scope 1

Propane

-

-

0.00%

-

-

0.00%

Vehicle Fleet

-

-

0.00%

-

-

0.00%

Sub-total

425,382

77.83

48.31%

343,367

62.80

54.48%

Scope 2

Electricity

446,146

78.97

49.02%

234,424

48.54

42.11%

Sub-Total

446,146

78.97

49.02%

234,424

48.54

42.11%

Scope 3

Grey Fleet

17,637

4.29

2.66%

16,286

3.93

3.41%

Sub-Total

17,637

4.29

2.66%

16,286

3.93

3.41%

Total gross consumption and

889,165

161.09

100.00%

594,077

115.27

100.00%

Emission

Metric used:

Employee headcount

200

161

Intensity ratio:

Tonnes of tCO2e per employee headcount

0.81

0.72

GHG emissions and energy consumption

This is the fourth year of SECR reporting for B.M. Fashions (U.K.) Limited.

- B.M. Fashions (U.K.) Limited operate 5 company cars, none of which accrued business mileage during the data period.

- Electricity consumption increased 90% following the upgrade in August 2024 of Loughborough's supply from a relatively small non-half-hourly supply to a much larger half-hourly supply.

- Natural gas consumption increased 24% since the last reporting period at the Loughborough site, probably due to increased use of two gas powered drying machines (to cure print on garments) and five gas heaters used to heat the warehouse areas.

- The net effect of the above was to increase tCO2e per employee from 0.57 to 0.62, despite an increase in staff headcount from 202 to 258

Intensity ratio

It was decided that the most meaningful intensity metric (i.e. one which would allow stakeholders to quantify B.M. Fashions (U.K.) Limited's environmental impact relative to a given amount of goods and/or services provided) would be one based on average employee headcount during the reporting period. The resulting intensity ratio of tCO2e per employee will best illustrate improvements in real energy efficiency over time

Efficiency narrative

In addition to continuing to monitor its energy usage and take all necessary actions to minimise energy use and work as efficiently as possible, we have placed additional signage advising staff to turn off lights, computers etc when not in use.

Quantification and Reporting Methodology

The methodology used in this report is The GHG Protocol Corporate Accounting and Reporting Standard combined with 2013 UK Government Environmental Reporting Guidelines (updated March 2019). We have used the 2025 DESNZ (Department for Energy Security & Net Zero) GHG conversion factors for Company Reporting and Chartered Institution of Building Services Engineers ('CIBSE') 2021 conversion factors where metered energy consumption was not available.

The energy efficiency narrative methodology has been created based on energy management best practice.

Organisational boundary

We have defined the organisational boundary based upon operational control.

Third-party oversight

Based upon data and commentary provided by B.M. Fashions (U.K.) Limited staff, this report was compiled by Auditel, an independent carbon consultancy.

Research and development

The Company continues to invest in design and researching innovative ways to present products to our customers. This includes investing in new Licenses for our brand portfolio.

ON BEHALF OF THE BOARD:

M S Mattu - Director

8th April 2026

The directors present their report with the financial statements of the company for the year ended 31st July 2025.

DIVIDENDS

The total distribution of dividends for the year ended 31 July 2025 was £10,400,000 (2024: £5,733,747).

DIRECTORS

The directors shown below have held office during the whole of the period from 1st August 2024 to the date of this report.

M S Mattu

G S Mattu

POLITICAL DONATIONS AND EXPENDITURE

No political donations were made during the year (2024: £nil).

MATTERS REPORTED IN THE STRATEGIC REPORT

In accordance with section 414C(11) of the Companies Act 2006, the Directors have elected to include within the Strategic Report certain information that would otherwise be required to be disclosed in the Directors’ Report. These matters include the Companies business model, market positioning, principal risks and uncertainties, and key financial and non-financial performance indicators relevant to the Companies operations. The Directors’ Report should therefore be read alongside the Strategic Report to obtain a complete understanding of the Companies activities, performance and future outlook.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable 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 company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, HW Bedford Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M S Mattu - Director

8th April 2026

Opinion

We have audited the financial statements of B.M.Fashions (U.K.) Limited (the 'company') for the year ended 31st July 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31st July 2025 and of its 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

- Identifying and assessing the controls management has in place to prevent and detect fraud;

- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

- Challenging assumptions and judgments made by management in its significant accounting estimates and judgments especially the royalties and marketing contingencies, royalties in advance and Impairment of fixed assets.

- Identifying and testing journal entries, in particular journal entries posted with unusual account combinations; and

- Assessing the extent of compliance with the relevant laws and regulations.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusions.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Alberto Di Lorenzo FCA (Senior Statutory Auditor)

for and on behalf of HW Bedford Limited

First Floor, Woburn Court

2 Railton Road

Woburn Rd Ind Est

Kempston

Bedfordshire

MK42 7PN

8th April 2026

TURNOVER

3

115,473,505

101,161,173

Cost of sales

97,307,179

86,435,947

GROSS PROFIT

18,166,326

14,725,226

Administrative expenses

16,868,390

13,280,683

OPERATING PROFIT

5

1,297,936

1,444,543

Income from shares in group undertakings

2,750,000

-

Interest receivable and similar income

42,672

77,005

2,792,672

77,005

4,090,608

1,521,548

Interest payable and similar expenses

6

311,390

192,100

PROFIT BEFORE TAXATION

3,779,218

1,329,448

Tax on profit

7

376,777

348,428

PROFIT FOR THE FINANCIAL YEAR

3,402,441

981,020

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,402,441

981,020

FIXED ASSETS

Intangible assets

9

132,063

-

Tangible assets

10

777,892

1,110,924

Investments

11

757,641

10,804

1,667,596

1,121,728

CURRENT ASSETS

Stocks

12

4,516,340

6,973,434

Debtors

13

34,486,590

28,740,791

Cash at bank and in hand

7,656,033

4,809,738

46,658,963

40,523,963

CREDITORS

Amounts falling due within one year

14

47,907,313

34,363,791

NET CURRENT (LIABILITIES)/ASSETS

(1,248,350

)

6,160,172

TOTAL ASSETS LESS CURRENT LIABILITIES

419,246

7,281,900

PROVISIONS FOR LIABILITIES

17

232,527

232,527

NET ASSETS

186,719

7,049,373

CAPITAL AND RESERVES

Called up share capital

18

121

121

Share premium

19

134,905

-

Retained earnings

19

51,693

7,049,252

SHAREHOLDERS' FUNDS

186,719

7,049,373

The financial statements were approved by the Board of Directors and authorised for issue on 8th April 2026 and were signed on its behalf by:

M S Mattu - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1st August 2023

100

11,801,979

-

11,802,079

Changes in equity

Issue of share capital

21

-

-

21

Dividends

-

(5,733,747

)

-

(5,733,747

)

Total comprehensive income

-

981,020

-

981,020

Balance at 31st July 2024

121

7,049,252

-

7,049,373

Changes in equity

Issue of share capital

-

-

134,905

134,905

Dividends

-

(10,400,000

)

-

(10,400,000

)

Total comprehensive income

-

3,402,441

-

3,402,441

Balance at 31st July 2025

121

51,693

134,905

186,719

1.	STATUTORY INFORMATION

B.M.Fashions (U.K.) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirement of paragraph 33.7.

This information is included in the consolidated financial statements of B M Fashions (Holdings) Limited as at 31st July 2025 and these financial statements may be obtained from 11 St Georges Way, Leicester, LE1 1SH.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Critical accounting judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

(i) Impairment of assets

The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

(ii) Prepayments (Advances)

Prepayments represent amounts paid in advance for sale of goods to be made in future periods, including royalty advances under licensing agreements. These amounts are recognized as current assets when payment is made and are subsequently charged to the profit and loss on a systematic basis over the period to which they relate, or when the sales are made.

(iii) Stock provisioning

The Company continues to design and manufacture of licensed apparel and is exposed to changes in the market prices of clothing. As a result, it is necessary to consider the recoverability of the cost of stocks and the associated provisioning required. When calculating the stocks provision, management considers the nature and condition of the stocks, as well as applying assumptions around anticipated saleability of finished goods and future use of raw materials.

(iv)Accruals provisioning

Provisions are recognized when the entity has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

Provisions for FOB royalties and marketing costs are recorded when the entity is contractually obligated under licensing or supply agreements and the amount can be reasonably estimated. These provisions are measured at the best estimate of the expenditure required to settle the obligation at the reporting date.

Contingent liabilities are disclosed, but not recognized, when there is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of uncertain future events not wholly within the entity’s control, or when a present obligation cannot be measured reliably.

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- the company has transferred the significant risks and rewards of ownership to the buyer;

- the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

- the amount of revenue can be measured reliably;

- it is probable that the company will receive the consideration due under the transaction; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of three to ten years.

Tangible fixed assets

Tangible fixed assets are stated at historical cost less accumulated depreciation. Historical cost includes the original purchase price and expenditure 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.

The Company adds to the carrying amount of any item of tangible fixed assets the cost of replacing parts of such an item when the cost is incurred if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the period in which they are incurred. Assets in the course of construction are stated at cost. These assets are not depreciated until they are available for use.

Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset on the following basis:

Improvements to property

20% straight line

Fixtures and fittings

10% - 20% straight line

Plant and machinery

33% - 10% straight line

Motor vehicles

10% - 20% straight line

Computer equipment

10% - 33% straight line

The assets residual values and useful lives are reviewed and adjusted if appropriate, at the end of each reporting period, the effect of any change is accounted for prospectively.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Financial instruments

The company 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 non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at transaction price, net of transaction costs, 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 financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

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 Profit and Loss Account.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

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

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Transactions in foreign currencies are translated at an average spot rate of exchange for the period in which the purchases were made or actual spot rate at the transaction date, where this would give a material difference.

At each period end foreign currency monetary items are translated using the closing spot rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction. 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 the profit and loss account.

Foreign exchange gains and losses that relate to borrowings, cash and cash equivalents and all other foreign exchange gains or losses are presented in the profit and loss account.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Interest Income

Interest income is recognized on an accrual basis in accordance with FRS 102. Income is recognized when it is probable that economic benefits will flow to the entity and the amount can be measured reliably

Trade receivables

Trade receivables are recognised initially at the transaction price. A provision for impairment of trade receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade payables

Trade payables are recognised at the transaction price and subsequently measured at amortised cost using the effective interest method.

Royalty advances

Royalty advances are amortized against royalty expense as sales occur or in accordance with the terms of the licensing agreement. Where it becomes evident that the advance will not be recovered through future sales or services, the unrecoverable amount is written off to profit or loss.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Distributions to equity holders

Dividends and other distributions to the company's shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the company's shareholders. These amounts are recognised in the statement of changes in equity.

Management Fees

Management fees are recognized as income on an accrual basis as services are provided. Income is measured at the fair value of the consideration receivable, excluding any amounts collected on behalf of third parties. Where fees are calculated based on assets under management, income is accrued using the applicable rate on the net asset value over the relevant period.

Management fees are recognized as an expense in the period in which the related services are received. Fees are measured at the amount payable under the contractual agreement. Where management fees relate to multiple reporting periods, they are allocated on a systematic basis over the relevant periods to which they pertain. Prepaid management fees are recognized as an asset and amortized over the service period, while any unpaid amounts are recorded as liabilities.

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company 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 the Statement of Comprehensive Income in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Going concern

The Directors have conducted a comprehensive review of the Company's financial position and its ability to continue as a going concern, in accordance with the principles set out in UK GAAP (FRS 102, Section 3.8). This assessment has considered the Company's operations, cash flows, liquidity, and broader financial arrangements within the context of the business environment in which it operates.

In assessing the Company's ability to continue as a going concern, the Directors have prepared cash flow forecasts for a period of not less than twelve months from the date of signing these accounts. These forecasts take into account the Company's current financial position, the expected impact of the strategic measures implemented, and the continued support from our parent company. Based on these forecasts and current financial indicators, the Directors believe that the Company has adequate resources to continue in operational existence for the foreseeable future.

At the period end the company has net assets of £186,719 (2024: £7,049,373). The company is supported by available financing from the parent companies , which is underpinned by support from its shareholders.

Accordingly, the financial statements have been prepared on a going concern basis, reflecting the Directors belief that the Company will continue to meet its liabilities as they fall due.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the Company.

In the opinion of the directors, the disclosure of turnover by geographical location would be seriously prejudicial to the interests of the reporting entity and therefore this information has not been

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

8,219,231

6,217,252

Social security costs

826,959

691,694

Other pension costs

117,142

314,209

9,163,332

7,223,155

The average number of employees during the year was as follows:

2025

2024

Production

129

108

Administration and support

46

36

Sales, marketing and distribution

23

15

Directors

2

2

200

161

2025

2024

£

£

Directors' remuneration

302,632

39,632

Information regarding the highest paid director for the year ended 31st July 2025 is as follows:

2025

£

Emoluments etc

151,923