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Registered number: 03037336 BENROSS MARKETING LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
BENROSS MARKETING LIMITED COMPANY INFORMATION
Directors | DV Juneja
| A Juneja
Registered number | 03037336
Registered office | 22 Goodlass Road
| Liverpool
| Merseyside
| L24 9HJ
Independent auditors | Harris & Trotter LLP
| 101 New Cavendish Street
| 1st Floor South
| London
| W1W 6XH
BENROSS MARKETING LIMITED CONTENTS
| Page
Strategic report | 1 - 5
Directors' report | 6 - 7
Independent auditors' report | 8 - 11
Statement of comprehensive income | 12
Statement of financial position | 13
Statement of changes in equity | 14
Statement of cash flows | 15 - 16
Analysis of net debt | 17
Notes to the financial statements | 18 - 33
BENROSS MARKETING LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 JANUARY 2026 Page 1
BENROSS MARKETING LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2026
Business review
| 2026 | 2025
| £'000 | £'000
Turnover | 29,206 | 27,090
Gross Profit | 7,788 | 7,253
Operating profit | 1,865 | 803
Profit before taxation | 1,532 | 544
Page 2
BENROSS MARKETING LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2026
The board is pleased to report a strong financial performance for the year ended 31 January 2026. The business has delivered meaningful revenue growth and a significant improvement in profitability, demonstrating the resilience of the Benross model and the continued success of strategic initiatives pursued in recent years. Revenue Turnover increased by £2.1m (8%) to £29.2m (2025: £27.1m), with growth achieved across all geographic markets. In the UK, revenues grew by £1.7m to £27.4m (2025: £25.8m), reflecting a recovery in consumer demand and the positive contribution from new licensing agreements and major contract wins with well-known household retail names secured in the prior year. European revenues grew to £1.5m (2025: £1.2m), supported by the continued success of the Black+Decker licensing agreement and an expanded trade fair presence, including at Ambiente in Germany. Rest of World revenues more than tripled to £0.3m (2025: £0.1m), reflecting early progress in developing new export markets. Gross Profit and Margin Gross profit improved by £0.5m to £7.8m (2025: £7.3m). Gross profit margin was maintained at approximately 27% (2025: 27%), reflecting continued discipline in purchasing and the sustained benefits of lower global sea freight costs following the easing of the global shipping crisis. The board is satisfied that margin has been preserved despite top-line growth, evidencing the effectiveness of the procurement and cost management strategy. Operating Costs and Profitability Operating profit increased by 123% to £1.9m (2025: £0.8m). Total operating expenses were well managed; distribution costs reduced by £0.3m to £1.5m (2025: £1.8m) reflecting efficiencies in the supply chain, while administrative expenses were broadly stable at £5.4m (2025: £5.3m). Other operating income, comprising foreign exchange gains, increased to £1.0m (2025: £0.7m), reflecting favourable sterling movements against the US dollar throughout the year. The business generated EBITDA of approximately £2.0m, representing 6.7% of turnover (2025: £1.0m, 3.8%), a marked improvement on the prior year and a clear demonstration of the operating leverage inherent in the business model. Working Capital and Cash Generation Working capital management remained a central focus throughout the year and the results are encouraging. Closing stock reduced to £6.6m (2025: £8.2m), reflecting active management of inventory positions and a normalisation of stock levels following the prior year unwind. Trade debtor balances also reduced to £3.8m (2025: £5.7m), reflecting the profile of sales and improved collections. The combined effect was a significant improvement in net cash generated from operations, which totalled £4.2m (2025: £0.2m). The improvement in operating cash flow enabled a material reduction in utilisation of import and invoice financing facilities, which reduced from £5.0m to £1.6m during the year, significantly improving the Group's net debt position and reducing financing risk. I nterest and Financing Interest payable increased to £0.3m (2025: £0.3m), reflecting slightly higher average utilisation of financing facilities in the earlier part of the year. However, the significant reduction in facility utilisation by year end positions the business well for reduced interest costs in the year ahead. The business continues to use a range of short-term financing facilities, and the board is monitoring the interest rate environment closely. Balance Sheet The statement of financial position has strengthened during the year. Net assets increased to £14.7m (2025:
Page 3
BENROSS MARKETING LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2026
£14.1m), reflecting the profit generated in the year net of dividends paid of £0.5m. The board considers the balance sheet to be in a healthy position and well placed to support the continued growth of the business. Future Developments The company enters the new financial year in a strong position, with growing revenues, improved profitability, a strengthened balance sheet and reduced financial indebtedness. The board is cautiously optimistic about the outlook, while remaining alert to the macroeconomic and geopolitical uncertainties that continue to affect the business environment. United Kingdom In the UK market, the board expects continued growth, underpinned by existing licensing agreements and established retail relationships. The pipeline of new product launches and licenced ranges, including those with major household name retailers, provides confidence in the revenue outlook for the coming year. The business will continue to invest in its brand development and marketing activities, including trade fair attendance and targeted digital and retail promotions, while maintaining cost discipline. Europe European revenues are expected to continue growing as the business consolidates its position in key markets, particularly Ireland, Germany, the Netherlands and France. The existing Black+Decker licensing agreement continues to perform well and the European sales resource is actively developing new relationships with distributors and buyers. The board will assess opportunities to broaden the European product range and distribution footprint further during the year. Rest of World and Export Markets The strong growth in Rest of World revenues during the year demonstrates the potential of international markets beyond Europe. The board will continue to invest selectively in new export markets, with particular focus on territories where the company's product ranges and licensing arrangements offer a competitive advantage. The business will be mindful of the ongoing uncertainty around US trade tariff policy in assessing the timing and scale of any further expansion into the North American market. Supply Chain and Cost Management The business will continue to focus on supply chain resilience and cost optimisation. Relationships with key suppliers in the Far East have been strengthened by continued in-person engagement, and the buying team will continue to seek new product opportunities and assess supply chain diversification. The company will maintain a prudent approach to foreign exchange exposure and will continue to manage inventory levels actively to optimise working capital. The board is confident in the company's strategic direction and in the capability of its management team to continue delivering growth and value for shareholders.
Page 4
BENROSS MARKETING LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2026
Principal risks and uncertainties
The risks outlined below represent the principal risks faced by the Company in pursuing its strategic objectives. The list is not exhaustive, nor does it reflect any order of priority. The responsibility for risk management and the internal control environment resides with the board of directors. Risks and appropriate mitigation strategies are reviewed at all board meetings and communicated to relevant stakeholders. Internal Risks – Working capital management – inadequate management of stock, debtors and creditors could constrain liquidity and operational performance – Operational effectiveness – disruption to the company's warehousing, logistics or IT infrastructure could affect the ability to service customers External Risks – Macroeconomic conditions – consumer spending pressures, inflationary cost increases and interest rate movements could affect revenues and margins – Supply chain disruption – geopolitical events, shipping market volatility or supplier failure could impact product availability and input costs – Credit risk – customer credit risk, particularly from large retail clients, could result in bad debt exposure affecting profitability – Regulatory and trade policy – changes to UK, European or international trade regulations, including tariff policy, could affect the cost base and market access – Foreign exchange – the company's reliance on US dollar denominated purchasing creates exposure to currency fluctuation, which is partially mitigated through exchange rate management This report was approved by the board and signed on its behalf.
A Juneja Director
Date: 28 April 2026
Page 5
BENROSS MARKETING LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 JANUARY 2026 The directors present their report and the financial statements for the year ended 31 January 2026.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make 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 Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The principal activity of the Company continued to be the research and design, sourcing, importing and distributing of homewares, electrical appliances, camping and seasonal products.
Results
The profit for the year, after taxation, amounted to £1,117,512 (2025 - £352,482).
Directors
The directors who served during the year were:
DV Juneja
A Juneja
Page 6
BENROSS MARKETING LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2026
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information. 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 he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Auditors
The auditors, Harris & Trotter LLP, 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.
A Juneja Director
Date: 28 April 2026
Page 7
BENROSS MARKETING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BENROSS MARKETING LIMITED
Opinion
We have audited the financial statements of Benross Marketing Limited (the 'Company') for the year ended 31 January 2026, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 January 2026 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 8
BENROSS MARKETING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BENROSS MARKETING LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 9
BENROSS MARKETING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BENROSS MARKETING LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, our procedures included the following: • We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS102 and the Companies Act 2006. • We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management. • We challenged assumptions and judgments made by management in its significant accounting estimates. We did not identify any key audit matters relating to irregularities, including fraud. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report. Page 10
BENROSS MARKETING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BENROSS MARKETING 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 Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Jamie Taylor (Senior statutory auditor) for and on behalf of Harris & Trotter LLP 101 New Cavendish Street 1st Floor South London W1W 6XH 28 April 2026 Page 11
BENROSS MARKETING LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 JANUARY 2026
| 2026 | 2025
Note | £ | £
Turnover | 4 | 29,205,954 | 27,089,697
Cost of sales |  | (21,418,015) | (19,836,902)
Gross profit |  | 7,787,939 | 7,252,795
Distribution costs |  | (1,492,620) | (1,761,777)
Administrative expenses |  | (5,388,871) | (5,327,894)
Other operating income | 5 | 978,979 | 681,878
Operating profit |  | 1,885,427 | 845,002
Interest payable and similar expenses | 9 | (333,469) | (259,057)
Profit before tax |  | 1,551,958 | 585,945
Tax on profit | 10 | (434,446) | (233,463)
Profit for the financial year |  | 1,117,512 | 352,482
Other comprehensive income for the year |  |  |
Total comprehensive income for the year |  | 1,117,512 | 352,482
The notes on pages 18 to 33 form part of these financial statements.
Page 12
BENROSS MARKETING LIMITED REGISTERED NUMBER: 03037336 STATEMENT OF FINANCIAL POSITION AS AT 31 JANUARY 2026
|  | 2026 |  | 2025
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 13 |  | 171,211 |  | 119,549
|  |  | 171,211 |  | 119,549
Current assets |  |  |  |  |
Stocks | 14 | 6,642,001 |  | 8,230,647 |
Debtors | 15 | 11,961,257 |  | 13,517,146 |
Cash at bank and in hand | 16 | 608,982 |  | 760,814 |
|  | 19,212,240 |  | 22,508,607 |
Creditors: amounts falling due within one year | 17 | (4,664,319) |  | (8,469,268) |
Net current assets |  |  | 14,547,921 |  | 14,039,339
Total assets less current liabilities |  |  | 14,719,132 |  | 14,158,888
Provisions for liabilities |  |  |  |  |
Deferred tax | 18 | (42,803) |  | (69,471) |
Other provisions |  | - |  | (13,500) |
|  |  | (42,803) |  | (82,971)
Net assets |  |  | 14,676,329 |  | 14,075,917
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | 1,000 |  | 1,000
Profit and loss account | 20 |  | 14,675,329 |  | 14,074,917
|  |  | 14,676,329 |  | 14,075,917
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 April 2026.
A Juneja
Director
The notes on pages 18 to 33 form part of these financial statements. Page 13
BENROSS MARKETING LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JANUARY 2026
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 February 2024 | 1,000 | 14,179,685 | 14,180,685
Profit for the year | - | 352,482 | 352,482
Dividends: Equity capital | - | (457,250) | (457,250)
At 1 February 2025 | 1,000 | 14,074,917 | 14,075,917
Profit for the year | - | 1,117,512 | 1,117,512
Dividends: Equity capital | - | (517,100) | (517,100)
At 31 January 2026 | 1,000 | 14,675,329 | 14,676,329
| The notes on pages 18 to 33 form part of these financial statements.
Page 14
BENROSS MARKETING LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 JANUARY 2026
|  |  | 2026 | 2025
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 1,117,512 | 352,482
Adjustments for: |  |
Depreciation of tangible assets | 68,767 | 148,129
Loss on disposal of tangible assets | - | 15,959
Interest paid | 333,469 | 259,057
Taxation charge | 461,114 | 164,804
Decrease/(increase) in stocks | 1,588,644 | (816,596)
Decrease/(increase) in debtors | 1,674,777 | (525,058)
(Increase) in amounts owed by associates | (118,886) | (288,746)
(Decrease)/increase in creditors | (628,579) | 994,105
(Decrease)/increase in provisions | (13,500) | -
Corporation tax (paid) | (250,979) | (108,754)
Movement in deferred taxes | (26,668) | (17,515)
Net cash generated from operating activities | 4,205,671 | 177,867
Cash flows from investing activities |  |
Sale of intangible assets | - | 80,000
Purchase of tangible fixed assets | (120,429) | (15,652)
Net cash from investing activities | (120,429) | 64,348
Cash flows from financing activities |  |
Dividends paid | (517,100) | (457,250)
Interest paid | (333,469) | (259,057)
Net cash used in financing activities | (850,569) | (716,307)
Net increase/(decrease) in cash and cash equivalents | 3,234,673 | (474,092)
Cash and cash equivalents at beginning of year | (4,243,555) | (3,769,463)
Cash and cash equivalents at the end of year | (1,008,882) | (4,243,555)
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 608,982 | 760,814
Bank overdrafts | (1,617,864) | (5,004,369)
| (1,008,882) | (4,243,555)
Page 15
BENROSS MARKETING LIMITED
The notes on pages 18 to 33 form part of these financial statements.
Page 16
BENROSS MARKETING LIMITED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 JANUARY 2026
| At 1 February 2025 | Cash flows | At 31 January 2026
| £ | £ | £
Cash at bank and in hand | 760,814 | (151,832) | 608,982
Bank overdrafts | (5,004,369) | 3,386,505 | (1,617,864)
Debt due within 1 year | (150,000) | 7,656 | (142,344)
| (4,393,555) | 3,242,329 | (1,151,226)
The notes on pages 18 to 33 form part of these financial statements.
Page 17
BENROSS MARKETING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
1. | General information
Benross Marketing Limited is a company limited by shares and incorporated and domiciled in England & Wales (registered number: 03037336). The registered office is located at Benross House, 22 Goodlass Road, Liverpool, L24 9HJ. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
In determining whether the Company's accounts can be prepared on a going concern basis, the directors considered the Company's business activities together with factors likely to affect its future development, performance and its financial position including cash flows, liquidity position and borrowing facilities and the principal risks and uncertainties relating to its activities. The Company is expected to generate independent positive cash flows for the foreseeable future. Monthly forecasts have been prepared for the business going forward for the short-medium term. These forecasts after sensitivities assume that the profitability of the Company grows in accordance with the detailed business plan which has been approved by the board. The forecasts for the Company indicate ongoing compliance with all covenants attached to associated bank debt. The Company therefore continues to adopt the going concern basis in preparing its financial statements. Page 18
BENROSS MARKETING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.3 | Revenue
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.
| 2.4 | 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.
| 2.5 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.6 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds. Page 19
BENROSS MARKETING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.7 | 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 operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.8 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Software Development Costs Software and associated costs are capitalised as intangible assets where it is not an integral part of the related hardware at purchase cost and amortised in the profit & loss account to administrative expenses on a straight line basis over its useful economic life which is generally 3 to 5 years. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the company are recognised as intangible assets. Development expenditures that do not meet our criteria are expensed as incurred. Costs incurred developing the company's own brands are expensed as incurred. Separately acquired trademarks are shown at historical cost. Trademarks have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is charged so as to allocate the cost of intangibles less their residual values over their estimated useful lives, using the straight-line method. The intangible assets are amortised over the following useful economic lives: Software development - 3-5 years Page 20
BENROSS MARKETING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.9 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Leasehold improvements | - | 10% | on cost
|  |  |  | Plant and machinery | - | 25% | on cost
|  |  |  | Motor vehicles | - | 25% | on cost
|  |  |  | Fixtures and fittings | - | 25% | on cost
|  |  |  | Computer equipment | - | 25% | on cost
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.
| 2.10 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.11 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.12 | 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 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 Company's cash management. Page 21
BENROSS MARKETING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.13 | 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.
| 2.14 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.15 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Page 22
BENROSS MARKETING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.15 | Financial instruments (continued)
Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Page 23
BENROSS MARKETING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.15 | Financial instruments (continued)
| 2.16 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include: Inventory provisions Estimations have been made in respect of the carrying value of aged inventories. Where NRV is estimated to be below cost an adjustment to the carrying value is provided for. As at 31 January 2026 the inventory provision was £592,390 (2025: £585,355).
4. | Turnover
The turnover and profit before taxation are attributable to the one principal activity of the Company.
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| United Kingdom | 27,443,698 | 25,759,048
| Europe | 1,450,035 | 1,234,812
| Rest of World | 312,221 | 95,837
|  | 29,205,954 | 27,089,697
5. | Other operating income
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Exchange rate gains/losses | 978,979 | 681,878
|  | 978,979 | 681,878
Page 24
BENROSS MARKETING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
6. | Auditors' remuneration
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 17,500 | 17,500
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Wages and salaries | 2,343,531 | 2,192,080
| Social security costs | 256,357 | 193,817
| Cost of defined contribution scheme | 109,309 | 88,463
|  | 2,709,197 | 2,474,360
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2026 | 2025
|  |  | No. | No.
|  | Management | 6 | 4
|  | Administrative | 19 | 22
|  | Distribution | 19 | 21
|  | Sales | 17 | 17
|  |  | 61 | 64
8. | Directors' remuneration
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Directors' emoluments | 27,271 | 176,900
|  | 27,271 | 176,900
Page 25
BENROSS MARKETING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
9. | Interest payable and similar expenses
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Bank interest payable | 333,469 | 259,057
|  | 333,469 | 259,057
10. | Taxation
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 461,114 | 250,979
|  | 461,114 | 250,979
| Total current tax | 461,114 | 250,979
| Deferred tax |  |
| Origination and reversal of timing differences | (26,668) | (17,516)
| Total deferred tax | (26,668) | (17,516)
| Tax on profit | 434,446 | 233,463
Page 26
BENROSS MARKETING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 10.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as (2025 - the same as) the standard rate of corporation tax in the UK of 25% (2025 - 25%) as set out below:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 1,551,958 | 585,945
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%) | 387,990 | 146,486
| Effects of: |  |
| Capital allowances for year in excess of depreciation | 52,399 | 9,356
| Short-term timing difference leading to an increase (decrease) in taxation | (26,668) | (17,515)
| Other differences leading to an increase (decrease) in the tax charge | 20,725 | 95,136
| Total tax charge for the year | 434,446 | 233,463
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
11. | Dividends
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Dividends paid | 517,100 | 457,250
|  | 517,100 | 457,250
Page 27
BENROSS MARKETING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
12. | Intangible assets
|  | Computer software
|  | £
| Cost |
| At 1 February 2025 | 93,345
| At 31 January 2026 | 93,345
| Amortisation |
| At 1 February 2025 | 93,345
| At 31 January 2026 | 93,345
| Net book value |
| At 31 January 2026 | -
| At 31 January 2025 | -
Page 28

|  | BENROSS MARKETING LIMITED |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
| 13. | Tangible fixed assets
|  | Long-term leasehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |
| At 1 February 2025 | 55,430 | 395,483 | 193,839 | 442,961 | 110,850 | 1,198,563
| Additions | - | 1,504 | - | 107,794 | 11,131 | 120,429
| At 31 January 2026 | 55,430 | 396,987 | 193,839 | 550,755 | 121,981 | 1,318,992
| Depreciation |  |  |  |  |  |
| At 1 February 2025 | 20,126 | 370,622 | 158,046 | 437,512 | 92,708 | 1,079,014
| Charge for the year on owned assets | - | 11,013 | 27,389 | 12,155 | 12,667 | 63,224
| Charge for the year on financed assets | 5,543 | - | - | - | - | 5,543
| At 31 January 2026 | 25,669 | 381,635 | 185,435 | 449,667 | 105,375 | 1,147,781
| Net book value |  |  |  |  |  |
| At 31 January 2026 | 29,761 | 15,352 | 8,404 | 101,088 | 16,606 | 171,211
| At 31 January 2025 | 35,304 | 24,862 | 35,793 | 5,449 | 18,141 | 119,549
Page 29

BENROSS MARKETING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
14. | Stocks
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Finished goods and goods for resale | 6,642,001 | 8,230,647
|  | 6,642,001 | 8,230,647
| Stock recognised in cost of sales during the year as an expense was £18,012,725 (2025: £16,956,517).
Page 30
BENROSS MARKETING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
15. | Debtors
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Due after more than one year |  |
| Amounts owed by joint ventures and associated undertakings | 5,784,772 | 5,784,772
|  | 5,784,772 | 5,784,772
| Due within one year |  |
| Trade debtors | 3,825,663 | 5,737,254
| Amounts owed by joint ventures and associated undertakings | 1,586,680 | 1,467,794
| Other debtors | 8,723 | 275,572
| Prepayments and accrued income | 755,419 | 251,754
|  | 11,961,257 | 13,517,146
16. | Cash and cash equivalents
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Cash at bank and in hand | 608,982 | 760,814
| Import and invoice finance | (1,617,864) | (5,004,369)
|  | (1,008,882) | (4,243,555)
17. | Creditors: Amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Import and invoice finance | 1,617,864 | 5,004,369
| Trade creditors | 527,339 | 952,472
| Corporation tax | 468,226 | 258,090
| Other taxation and social security | 122,063 | 166,556
| Other creditors | 296,823 | 162,685
| Accruals and deferred income | 1,632,004 | 1,925,096
|  | 4,664,319 | 8,469,268
Page 31
BENROSS MARKETING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
18. | Deferred taxation
|  | 2026
|  | £
| At beginning of year | (69,471)
| Charged to profit or loss | 26,668
| At end of year | (42,803)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Accelerated capital allowances | (42,803) | (69,471)
|  | (42,803) | (69,471)
19. | Share capital
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 250 (2025 - 250) Ordinary A shares of £1.00 each | 250 | 250
|  | 250 (2025 - 250) Ordinary B shares of £1.00 each | 250 | 250
|  | 100 (2025 - 100) Ordinary C shares of £1.00 each | 100 | 100
|  | 100 (2025 - 100) Ordinary D shares of £1.00 each | 100 | 100
|  | 100 (2025 - 100) Ordinary E shares of £1.00 each | 100 | 100
|  | 100 (2025 - 100) Ordinary F shares of £1.00 each | 100 | 100
|  | 100 (2025 - 100) Ordinary G shares of £1.00 each | 100 | 100
|  |  | 1,000 | 1,000
| The share rights of the ordinary A to G shares shall rank pari passu in all respects but shall constitute separate classes of shares. In any financial year as regards to the available profits of the Company that the board determine to distribute, the board may make payments to one or more classes of shares to the exclusion of the other classes of shares. There were no shares alloted in the year ended 31 January 2026.
Page 32
BENROSS MARKETING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
20. | Reserves
Profit and loss account This reserve records retained earnings and accumulated losses.
21. | Related party transactions
| There were several transactions and loans between related parties within the year. The following table sums up total balances relevant for each category. These amounts below can be seen within intercompany balances, sales, and expenses within the financial statements.
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Purchases from associates | 525,900 | 6,629,500
| Sales to associates | 430,461 | 981,075
| Loans provided to associates in year | 118,819 | 295,327
| Loans repaid by associates | 6,514 | -
| Trade creditors amounts due to associates | - | -
| Loans due from associates | 7,364,871 | 7,259,148
| Trade debtors due from associates | 334,250 | 691,492
| Dividends paid to directors | 517,100 | 475,250
| Rent charged by associates | 667,073 | 678,000
| Key management personnel compensation | 27,271 | 176,900
Page 33