Company Registration No. 12364820 (England and Wales)
CLOGAU HOLDINGS LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
CLOGAU HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr W S Roberts
Mr B S Roberts
Mr D Evans
Company number
12364820
Registered office
Number 5 Kinmel Park
Abergele Road
Bodelwyddan
Rhyl
Denbighshire
LL18 5TX
Auditor
Champion Accountants LLP
2nd Floor Refuge House
33-37 Watergate Row
Chester
CH1 2LE
CLOGAU HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11 - 12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Company statement of cash flows
17
Notes to the financial statements
18 - 35
CLOGAU HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 1 -

We present our strategic report, together with the audited financial statements and auditor’s report, for the year ended 30 September 2025.

Review of the year

Clogau continues to build upon its position as a British jeweller inspired by Welsh heritage and craftsmanship. During the year the group focused on refining its collection architecture, strengthening its direct relationship with customers and maintaining disciplined operational management.

Sales increased modestly to £20,001,695 from £19,772,856 in the prior year. This represents a stabilisation following the decline experienced in the previous year and reflects encouraging growth within our direct-to-consumer channels.

Profit before taxation increased to £588,190 (2024 deficit: (£664,546)). The improvement in profitability reflects the absence of the one-off above-the-line advertising investment made in the prior year together with a more efficient retail footprint following the closure of three underperforming locations in 2024.

The wider economic environment continues to influence discretionary consumer spending. Despite this, the group delivered improved profitability by refining its collection architecture, strengthening operational discipline and prioritising channels where the brand maintains direct engagement with its customers.

Wholesale:

Wholesale distribution declined by 13% year on year. This reduction continues to be driven primarily by smaller independent stockists who are increasingly challenged by changing consumer expectations and the need to offer a seamless omnichannel experience.

Encouragingly, our larger strategic partners delivered stronger performance during the year. While positive, the wholesale channel continues to represent a smaller proportion of total revenue than in previous years.

Our partnership model remains an important element of the brand’s distribution strategy. We continue to prioritise relationships with carefully selected retail partners who share our commitment to brand presentation and customer experience.

Stores:

Over the past 24 months, the group has undertaken a review of its retail estate which resulted in the closure of three locations in Bristol, Conwy and Shrewsbury. The year therefore concluded with a portfolio of 12 stores.

Despite operating with fewer stores throughout the year, total store revenue remained broadly consistent with the prior year. Importantly, like-for-like performance across all remaining locations improved, with individual stores recording growth ranging from 3% to 19%.

These results demonstrate the continued strength of the brand within physical locations and confirm that a more focused retail estate can deliver improved efficiency while maintaining strong customer engagement.

Online:

Our online stores continued to perform strongly during the year and were the principal driver of overall revenue growth.

Our digital boutiques remain a key strategic priority as they allow the brand to present its collections in a controlled environment while providing a direct relationship with customers. Continued investment in this channel positions the brand well as consumer purchasing behaviour continues to evolve.

CLOGAU HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -

Brand Strategy:

The refinement of the brand’s collection architecture has been the most significant strategic initiative during the year.

The number of collections has been reduced from 52 in 2024 to 11 in 2025 as part of a deliberate transition toward a clearer and more recognisable portfolio of signature collections. This approach reflects the model adopted by leading luxury jewellery houses, where a smaller number of enduring collections form the foundation of the brand while offering depth of product within each range.

This simplification has delivered several benefits. Customers have not been lost as a result of the reduction in collections; instead, purchasing behaviour has become more concentrated within the brand’s most recognisable ranges. At the same time, inventory has been deployed more efficiently, with stock now concentrated across a smaller number of collections, allowing greater depth and availability within each range.

With a clearer product structure now in place, the group is able to focus its marketing efforts on positioning itself as a British jeweller with a distinctive Welsh heritage. This narrative is particularly resonating within England, where the brand sees meaningful opportunity for future growth.

Principal risks and uncertainties

The group faces several key risks including fluctuations in precious metal prices, currency movements and reduced consumer spending.

During the financial year the prices of precious metals increased significantly. Between 01 October 2024 and 30 September 2025, the gold price rose from approximately $2,660 per ounce to $3,833 per ounce, representing an increase of around 44%, while the silver price increased from approximately $31 per ounce to $46 per ounce, representing an increase of around 48%.

While these movements demonstrate the volatility inherent in precious metal markets, a significant proportion of these increases occurred towards the end of the financial year and in the period following the year end. Since 01 October 2025, gold has increased by approximately 33% and silver by approximately 80%, which may have a greater influence on trading conditions in the current financial year.

To mitigate these risks the directors maintain a proactive and disciplined approach through:

• regular monitoring of financial and operational risks

• ongoing review of consumer trends and customer behaviour

• continued refinement of marketing strategy and brand positioning

Monthly directors’ meetings ensure emerging risks are identified and addressed promptly.

CLOGAU HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 3 -
Key performance indicators

The primary financial KPIs for the group remain turnover, growth and adjusted EBITDA.

For the year ended 30 September 2025, turnover increased to £20,001,69 5 (2024: £19,772,85 6). Profit before taxation increased to £588,190 (2024 deficit: (£664,546)), reflecting improved operational efficiency and the absence of the one-off marketing investment undertaken in the prior year.

Adjusted EBITDA for the year amounted to £3.25 million compared with £2.27 million in the prior year, representing approximately 16% of turnover.

Administrative expenses also reduced during the year following the closure of three retail locations and the associated reduction in fixed operating costs.

Our principal non-financial KPI remains the size and performance of the retail estate. The group now operates a more focused portfolio of 12 stores, which has supported improved like-for-like performance.

Future developments

As we look ahead, the outlook for the group remains one of cautious optimism.

Encouraging growth is being generated through those channels that the business directly controls, particularly online boutiques and the core retail estate. At the same time, the refined collection structure provides a stronger platform for brand storytelling and product development.

Looking forward, the group will continue to focus on:

• strengthening its direct-to-consumer channels

• reinforcing its positioning as a British jeweller with Welsh heritage

• expanding depth within its core collections

• maintaining disciplined operational cost management

While the wholesale market remains challenging, the directors believe the brand’s clearer identity and simplified collection structure provide a strong foundation for sustainable long-term growth.

The directors remain focused on maintaining a strong balance sheet and disciplined cost management to ensure the business remains well positioned to navigate ongoing economic uncertainty.

Ethical, human and social matters

As in previous years, the group remains committed to maintaining high standards of ethical conduct, workplace rights and responsible business practices across all areas of its operations.

Our people remain central to the continued development of the brand, and we are committed to providing a working environment that respects dignity, promotes equality and supports professional development. These principles are supported through our Equality, Diversity and Human Rights policies.

As a responsible jewellery brand, we recognise the importance of maintaining integrity within our supply chain. Our Human Rights and Supply Chain Policy reinforces our commitment to transparency and ethical conduct across all supplier relationships.

The group maintains a strict policy against sourcing minerals from conflict areas. Suppliers are required to comply with our Ethical Trading, Modern Slavery, Anti-bribery and Anti-corruption policies and are subject to periodic review to ensure these standards are upheld.

Our continued membership of the Responsible Jewellery Council, which we have proudly held since May 2010, reflects our long-standing commitment to responsible sourcing and ethical standards within the jewellery industry.

CLOGAU HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 4 -
Environmental matters

As in previous years, the group continues to prioritise reducing the environmental impact of its operations and supporting sustainable business practices.

Since the founding of the brand in 1986, Clogau has sought to offset its environmental footprint through initiatives such as tree planting and investment in renewable energy. These initiatives include the installation of solar panels and the development of our own hydroelectric turbine to generate renewable energy.

During the year the group also transitioned all store energy supplies to renewable electricity backed by Ofgem Renewable Energy Guarantee of Origin (REGO) certificates. Independent verification confirms that 100% of the electricity consumed across our retail locations is matched with renewable generation, equivalent to the annual electricity consumption of approximately 95 households.

Sustainability is also reflected in our packaging. All jewellery is presented in boxes produced from recycled materials which are fully recyclable, while our postal packaging is made from reclaimed materials, ensuring an environmentally responsible solution throughout the packaging process.

Through these ongoing initiatives the group continues to minimise its environmental impact while responding to the expectations of increasingly environmentally conscious customers.

On behalf of the board

Mr W S Roberts
Director
15 April 2026
CLOGAU HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 5 -

The directors present their annual report and financial statements for the year ended 30 September 2025.

Principal activities

The principal activity of the company and group continued to be that of design, wholesale and retail of jewellery and associated products.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £190,000. The directors do not recommend payment of a further dividend.

Directors

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

Mr W S Roberts
Mr B S Roberts
Mr D Evans
Future developments

Details of future developments can be found in the Strategic Report on page 2 and form part of this report by cross referencing.

Auditor

In accordance with the company's articles, a resolution proposing that Champion Accountants LLP be reappointed as auditor of the group will be put at a General Meeting.

Strategic report

The true group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

Statement of disclosure to auditor

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

Medium-sized companies exemption

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

On behalf of the board
Mr W S Roberts
Director
15 April 2026
CLOGAU HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 6 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

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

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

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

CLOGAU HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CLOGAU HOLDINGS LIMITED
- 7 -
Opinion

We have audited the financial statements of Clogau Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 30 September 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

CLOGAU HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CLOGAU HOLDINGS LIMITED
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

As part of our planning process:

- We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. Management did not inform us of any known, suspected or alleged fraud.

- We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006 and compliance with health and safety laws.

- We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpet r ated, and tailored our risk assessment accordingly.

- Using our knowledge of the company, together with the discussions held with management at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Identifying and testing journal entries in overall accounting records, in particular those that were significant and unusual.

- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

- Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates.

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

- Documenting and verifying all significant related party balances and transactions.

CLOGAU HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CLOGAU HOLDINGS LIMITED
- 9 -

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing Standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Mr Andrew Hopwood BSc (Hons) FCA (Senior Statutory Auditor)
For and on behalf of Champion Accountants LLP, Statutory Auditor
Chartered Accountants
2nd Floor Refuge House
33-37 Watergate Row
Chester
CH1 2LE
15 April 2026
CLOGAU HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 10 -
2025
2024
Notes
£
£
Turnover
3
20,001,695
19,772,856
Cost of sales
(7,292,931)
(6,857,349)
Gross profit
12,708,764
12,915,507
Administrative expenses
(11,590,781)
(12,856,033)
Operating profit
4
1,117,983
59,474
Interest receivable and similar income
7
9,551
5,554
Interest payable and similar expenses
8
(539,344)
(729,574)
Profit/(loss) before taxation
588,190
(664,546)
Tax on profit/(loss)
9
(563,221)
(249,880)
Profit/(loss) for the financial year
24,969
(914,426)
Profit/(loss) for the financial year is all attributable to the owner of the parent company.
Total comprehensive income for the year is all attributable to the owner of the parent company.
CLOGAU HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 SEPTEMBER 2025
30 September 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
11
5,576,795
6,970,993
Other intangible assets
11
107,355
248,386
Total intangible assets
5,684,150
7,219,379
Tangible assets
12
2,809,174
2,720,730
8,493,324
9,940,109
Current assets
Stocks
15
4,349,254
5,238,484
Debtors
16
2,133,840
2,622,449
Cash at bank and in hand
845,792
511,748
7,328,886
8,372,681
Creditors: amounts falling due within one year
17
(9,787,988)
(12,076,600)
Net current liabilities
(2,459,102)
(3,703,919)
Total assets less current liabilities
6,034,222
6,236,190
Creditors: amounts falling due after more than one year
18
-
(59,910)
Provisions for liabilities
Provisions
21
45,000
45,000
Deferred tax liability
22
56,546
33,573
(101,546)
(78,573)
Net assets
5,932,676
6,097,707
Capital and reserves
Called up share capital
24
100
100
Revaluation reserve
1,251,263
1,251,263
Capital redemption reserve
9,000,191
7,000,191
Other reserves
1,770,336
1,770,336
Profit and loss reserves
(6,089,214)
(3,924,183)
Total equity
5,932,676
6,097,707
CLOGAU HOLDINGS LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
30 SEPTEMBER 2025
30 September 2025
- 12 -
The financial statements were approved by the board of directors and authorised for issue on 15 April 2026 and are signed on its behalf by:
15 April 2026
Mr W S Roberts
Mr B S Roberts
Director
Director
CLOGAU HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2025
30 September 2025
- 13 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
12
49,786
74,985
Investments
13
21,612,427
21,612,427
21,662,213
21,687,412
Current assets
Debtors
16
83,054
151,231
Cash at bank and in hand
26,408
10,926
109,462
162,157
Creditors: amounts falling due within one year
17
(7,489,073)
(9,288,344)
Net current liabilities
(7,379,611)
(9,126,187)
Net assets
14,282,602
12,561,225
Capital and reserves
Called up share capital
24
100
100
Capital redemption reserve
9,000,191
7,000,191
Merger relief reserve
1,770,336
1,770,336
Profit and loss reserves
3,511,975
3,790,598
Total equity
14,282,602
12,561,225

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £1,911,377 (2024 - £1,814,229 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 15 April 2026 and are signed on its behalf by:
15 April 2026
Mr W S Roberts
Mr B S Roberts
Director
Director
Company Registration No. 12364820
CLOGAU HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 14 -
Share capital
Revaluation reserve
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 October 2023
100
1,251,263
6,000,191
2,050,406
(2,289,827)
7,012,133
Year ended 30 September 2024:
Loss and total comprehensive income for the year
-
-
-
-
(914,426)
(914,426)
Own shares acquired
-
-
-
-
0
(1,000,000)
(1,000,000)
Redemption of shares
24
-
-
1,000,000
-
-
1,000,000
Transfers
-
-
-
-
280,070
280,070
Other movements
-
-
-
(280,070)
-
(280,070)
Balance at 30 September 2024
100
1,251,263
7,000,191
1,770,336
(3,924,183)
6,097,707
Year ended 30 September 2025:
Profit for the year
-
-
-
-
24,969
24,969
Other comprehensive income:
Total comprehensive income for the year
-
-
-
-
24,969
24,969
Dividends
10
-
-
-
-
(190,000)
(190,000)
Own shares acquired
-
-
-
-
0
(2,000,000)
(2,000,000)
Redemption of shares
24
-
-
2,000,000
-
-
2,000,000
Balance at 30 September 2025
100
1,251,263
9,000,191
1,770,336
(6,089,214)
5,932,676
CLOGAU HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 15 -
Share capital
Capital redemption reserve
Merger relief reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 October 2023
100
6,000,191
1,770,336
2,976,369
10,746,996
Year ended 30 September 2024:
Profit and total comprehensive income for the year
-
-
-
1,814,229
1,814,229
Own shares acquired
-
-
-
0
(1,000,000)
(1,000,000)
Redemption of shares
24
-
1,000,000
-
-
1,000,000
Balance at 30 September 2024
100
7,000,191
1,770,336
3,790,598
12,561,225
Year ended 30 September 2025:
Profit and total comprehensive income for the year
-
-
-
1,911,377
1,911,377
Dividends
10
-
-
-
(190,000)
(190,000)
Own shares acquired
-
-
-
0
(2,000,000)
(2,000,000)
Redemption of shares
24
-
2,000,000
-
-
2,000,000
Balance at 30 September 2025
100
9,000,191
1,770,336
3,511,975
14,282,602
CLOGAU HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 16 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
3,991,100
2,131,051
Interest paid
(53,672)
(43,226)
Income taxes paid
(339,842)
(762,395)
Net cash inflow from operating activities
3,597,586
1,325,430
Investing activities
Purchase of intangible assets
(8,506)
(33,584)
Purchase of tangible fixed assets
(705,078)
(734,362)
Proceeds from disposal of tangible fixed assets
17,925
400
Proceeds from disposal of investment property
-
442,000
Repayment of loans
75,630
169,164
Interest received
9,551
5,554
Net cash used in investing activities
(610,478)
(150,828)
Financing activities
Redemption of shares
(2,000,000)
(1,000,000)
Payment of preference share interest
(337,648)
(273,245)
Repayment of borrowings
1
-
Payment of finance leases obligations
(125,417)
146,173
Dividends paid to equity shareholders
(190,000)
-
0
Net cash used in financing activities
(2,653,064)
(1,127,072)
Net increase in cash and cash equivalents
334,044
47,530
Cash and cash equivalents at beginning of year
511,748
464,218
Cash and cash equivalents at end of year
845,792
511,748
CLOGAU HOLDINGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 17 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
28
22,573
(1,405,613)
Interest paid
(538)
-
0
Net cash inflow/(outflow) from operating activities
22,035
(1,405,613)
Investing activities
Repayment of loans
75,630
169,164
Interest received
1,059
2,569
Dividends received
2,450,000
2,550,000
Net cash generated from investing activities
2,526,689
2,721,733
Financing activities
Redemption of shares
(2,000,000)
(1,000,000)
Payment of preference share interest
(337,648)
(273,245)
Repayment of borrowings
1
-
Payment of finance leases obligations
(5,595)
(33,559)
Dividends paid to equity shareholders
(190,000)
-
Net cash used in financing activities
(2,533,242)
(1,306,804)
Net increase in cash and cash equivalents
15,482
9,316
Cash and cash equivalents at beginning of year
10,926
1,610
Cash and cash equivalents at end of year
26,408
10,926
CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 18 -
1
Accounting policies
Company information

Clogau Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Number 5 Kinmel Park, Abergele Road, Bodelwyddan, Rhyl, Denbighshire, LL18 5TX. The group consists of Clogau Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

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

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

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

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

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

All financial statements are made up to 30 September 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

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

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

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

CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.5
Turnover

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

Website costs
25% straight line
1.8
Tangible fixed assets

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

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

Freehold land
Not depreciated
Land at mine
Not depreciated
Leasehold & freehold improvements
33% straight line
Plant and equipment
20% straight line
Office equipment
20% straight line
Motor vehicles
20% straight line

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

CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 20 -
1.9
Fixed asset investments

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.10
Stocks

Stocks are valued at the lower of cost and net realisable value. Cost is calculated using the FIFO (first-in, first-out) method. Cost includes materials and other costs directly associated with bringing it to its present condition and location. Net realisable value is based on estimated selling price, less further costs expected to be incurred to completion and disposal. Provision is made for obsolete, slow-moving or defective items where appropriate.

1.11
Cash and cash equivalents

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

1.12
Financial instruments

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

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

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

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

CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 21 -
Impairment of financial assets

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

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

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

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

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

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

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

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 22 -
Derecognition of financial liabilities

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

1.13
Equity instruments

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

1.14
Taxation

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

Current tax

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

Deferred tax

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

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Provisions

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

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 23 -
1.16
Employee benefits

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

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

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

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 24 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Investment property valuation

Investment properties are measured at fair value by an external valuer every five years with any change recognised in the profit and loss account. At 26 August 2022, the directors obtained a valuation of the property from an independent land and estate agent. This valuation was carried out by a local estate and land agent with good knowledge and experience of the local market. The directors review the valuation of the investment property on an annual basis. The investment property was disposed of in the year.

Provision against slow moving, obsolete or irrecoverable stock

Stock is reviewed on an ongoing basis and a specific provision is calculated in relation to individual stock items to provide against exposure to foreign exchange variations and gold prices. As at the year end the directors have no material concerns over the recoverability of the company’s stock, this is because the company has many distribution channels to sell stock and can ultimately recover the metal value from stock after exhausting each option.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Design, wholesale and retail of jewellery
20,001,695
19,772,856
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
19,673,948
19,433,603
Rest of world
327,747
339,253
20,001,695
19,772,856
2025
2024
£
£
Other revenue
Interest income
9,551
5,554
CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 25 -
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
63,323
(87,401)
Depreciation of owned tangible fixed assets
591,086
670,928
Loss/(profit) on disposal of tangible fixed assets
7,623
(400)
Amortisation of intangible assets
1,543,735
1,537,074
Operating lease charges
10,362
14,502
5
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Sales and distribution
101
99
-
-
Administration
22
39
1
1
Total
123
138
1
1

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
3,192,281
3,064,719
9,989
9,996
Social security costs
317,370
280,816
4,906
5,184
Pension costs
54,542
58,694
-
0
13
3,564,193
3,404,229
14,895
15,193
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
237,239
307,996
Company pension contributions to defined contribution schemes
1,219
1,321
238,458
309,317
CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
6
Directors' remuneration
(Continued)
- 26 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
116,593
185,000
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
8,492
2,985
Other interest income
1,059
2,569
Total income
9,551
5,554
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on redeemable preference shares
485,672
686,348
Other finance costs:
Interest on finance leases and hire purchase contracts
29,308
18,395
Other interest
24,364
24,831
Total finance costs
539,344
729,574
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
545,361
339,842
Adjustments in respect of prior periods
-
0
144
Total current tax
545,361
339,986
Deferred tax
Origination and reversal of timing differences
17,860
(90,106)
Total tax charge
563,221
249,880
CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
9
Taxation
(Continued)
- 27 -

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

2025
2024
£
£
Profit/(loss) before taxation
588,190
(664,546)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
147,048
(166,137)
Tax effect of expenses that are not deductible in determining taxable profit
(17,715)
14,804
Change in deferred tax liabilities
22,973
(34,153)
Adjustments in respect of prior years
-
0
144
Permanent capital allowances in excess of depreciation
62,366
137,614
Effect of revaluations of investments
-
0
(50,941)
Tax on amortisation on consolidation
348,549
348,549
Taxation charge
563,221
249,880
10
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Final paid
190,000
-
11
Intangible fixed assets
Group
Goodwill
Website costs
Total
£
£
£
Cost
At 1 October 2024
13,941,984
592,015
14,533,999
Additions
-
0
8,506
8,506
At 30 September 2025
13,941,984
600,521
14,542,505
Amortisation and impairment
At 1 October 2024
6,970,991
343,629
7,314,620
Amortisation charged for the year
1,394,198
149,537
1,543,735
At 30 September 2025
8,365,189
493,166
8,858,355
Carrying amount
At 30 September 2025
5,576,795
107,355
5,684,150
At 30 September 2024
6,970,993
248,386
7,219,379
The company had no intangible fixed assets at 30 September 2025 or 30 September 2024.
CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 28 -
12
Tangible fixed assets
Group
Freehold land
Land at mine
Leasehold & freehold improvements
Plant and equipment
Office equipment
Motor vehicles
Total
£
£
£
£
£
£
£
Cost or valuation
At 1 October 2024
1,511,051
163,800
4,166,473
140,146
352,873
417,378
6,751,721
Additions
-
0
-
0
659,944
-
0
45,134
-
0
705,078
Disposals
-
0
-
0
(761,981)
-
0
-
0
-
0
(761,981)
At 30 September 2025
1,511,051
163,800
4,064,436
140,146
398,007
417,378
6,694,818
Depreciation and impairment
At 1 October 2024
-
0
-
0
3,580,840
133,647
222,949
93,555
4,030,991
Depreciation charged in the year
-
0
-
0
463,688
4,260
39,667
83,471
591,086
Eliminated in respect of disposals
-
0
-
0
(736,433)
-
0
-
0
-
0
(736,433)
At 30 September 2025
-
0
-
0
3,308,095
137,907
262,616
177,026
3,885,644
Carrying amount
At 30 September 2025
1,511,051
163,800
756,341
2,239
135,391
240,352
2,809,174
At 30 September 2024
1,511,051
163,800
585,633
6,499
129,924
323,823
2,720,730
CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 29 -
Company
Motor vehicles
£
Cost or valuation
At 1 October 2024 and 30 September 2025
125,993
Depreciation and impairment
At 1 October 2024
51,008
Depreciation charged in the year
25,199
At 30 September 2025
76,207
Carrying amount
At 30 September 2025
49,786
At 30 September 2024
74,985

Freehold buildings were revalued to £1,320,000 on 16 September 2022 by Legat Owen Chartered Surveyors, independent valuers not connected with the company on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties.

As at the balance sheet date, the directors have reviewed the fair value of the buildings and consider that no material change has occurred since the last professional valuation.

Freehold land and buildings are carried at valuation. If l and and buildings were measured using the cost model, the carrying amounts would have been £513,737 being cost £513,737 and depreciation £nil.

13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
21,612,427
21,612,427
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 October 2024 and 30 September 2025
21,612,427
Carrying amount
At 30 September 2025
21,612,427
At 30 September 2024
21,612,427
14
Subsidiaries

Details of the company's subsidiaries at 30 September 2025 are as follows:

CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
14
Subsidiaries
(Continued)
- 30 -
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Clogau St. David's Gold Mines Limited
1
Dormant
Ordinary
0
100.00
Clogau (Hong Kong) Limited
2
Dormant
Ordinary
0
100.00
Clogau (Shanghai) Trading Company Limited
3
Retail of jewellery
Ordinary
0
100.00
Clogau Gold of Wales Limited
1
Retail of jewellery
Ordinary
100.00
-
CG Wrexham Limited
1
Dormant
Ordinary
0
100.00
CG Swansea Limited
Dormant
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
5 Kinmel Park, Abergele Road, Bodelwyddan, Denbighshire, LL18 5TX
2
Room 5301, 23/F, Prosperity Center, 25 Chong Yip Street, Kwun Tong, Kowloon, Hong Kong
3
Room 30A, World Plaza, No. 855, South Pudong Road, Pudong New, Shanghai, 200120, China
15
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
725,344
575,181
-
-
Finished goods and goods for resale
3,623,910
4,663,303
-
0
-
0
4,349,254
5,238,484
-
-

There is no material difference between the balance sheet value of stocks and it's replacement cost.

16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
789,840
1,028,239
-
0
-
0
Other debtors
334,659
341,431
76,169
148,529
Prepayments and accrued income
1,003,205
1,251,756
749
1,679
2,127,704
2,621,426
76,918
150,208
Amounts falling due after more than one year:
Deferred tax asset (note 22)
6,136
1,023
6,136
1,023
Total debtors
2,133,840
2,622,449
83,054
151,231
CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 31 -
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
20
59,910
125,417
-
0
5,595
Other borrowings
19
7,388,066
9,240,041
7,388,066
9,240,041
Trade creditors
1,276,148
1,561,504
798
1,824
Amounts owed to group undertakings
-
0
-
0
45,209
33,075
Corporation tax payable
545,361
339,842
-
0
-
0
Other taxation and social security
289,173
485,466
-
0
1,706
Other creditors
49,132
11,196
47,500
3
Accruals and deferred income
180,198
313,134
7,500
6,100
9,787,988
12,076,600
7,489,073
9,288,344

18
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
20
-
0
59,910
-
0
-
0
19
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Preference shares
7,388,066
9,240,041
7,388,066
9,240,041
Payable within one year
7,388,066
9,240,041
7,388,066
9,240,041

Without any resolution of the directors or shareholders being required, the company is required, before application of any available profits to reserves or for any other purpose to pay in respect of each redeemable preference share a fixed, cumulative, preferential dividend at an annual rate of 3% above the base rate of the Bank of England.

CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 32 -
20
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
59,910
125,417
-
0
5,595
In two to five years
-
0
59,910
-
0
-
0
59,910
185,327
-
5,595

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 2 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

21
Provisions for liabilities
Group
Group
Company
2025
2024
2025
2024
£
£
£
£
Store dilapidation provision
45,000
45,000
-
-
Movements on provisions:
Store dilapidation provision
Group
£
At 1 October 2024 and 30 September 2025
45,000

The store dilapidation provision represents any future costs associated with the closure of stores if and when it is reasonably probable a lease is not renewed.

22
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£
£
£
£
Accelerated capital allowances
56,546
33,573
6,136
1,023
CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
22
Deferred taxation
(Continued)
- 33 -
Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Company
£
£
£
£
Accelerated capital allowances
-
-
6,136
1,023
Group
Company
2025
2025
Movements in the year:
£
£
Liability/(Asset) at 1 October 2024
32,550
(1,023)
Charge/(credit) to profit or loss
17,860
(5,113)
Liability/(Asset) at 30 September 2025
50,410
(6,136)
23
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
54,542
58,694

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

24
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 1p each
10,000
10,000
100
100

Preference shares have been classified as a liability in accordance with FRS 102.

In December 2024, 2,000,000 £1 preference shares were redeemed at the request of the shareholder.

The B redeemable preference shares are classified as a financial liability in accordance with FRS 102. These shares pay an annual dividend of 3% above the Bank of England Base Rate and are redeemable at the request of the shareholder at par.

The ordinary shares each carry one voting right. The preference shares have no voting rights attached and are not eligible for further dividends beyond the contractual 3% above the Bank of England Base Rate noted above.

CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 34 -
25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
471,256
599,567
3,956
7,121
Between two and five years
775,505
944,653
-
4,747
In over five years
299,923
222,351
-
-
1,546,684
1,766,571
3,956
11,868

Included in operating lease commitments are land and building leases totalling £1,529,423 (2024 - £1,746,525).

26
Directors' transactions

Included in debtors is £21,848 (2024 - £124,237) due from the directors of the company. Interest of £1,059 (2024 - £2,569) was charged at the official beneficial loan rate. The outstanding balance was repaid post year end.

27
Cash generated from group operations
2025
2024
£
£
Profit/(loss) for the year after tax
24,969
(914,426)
Adjustments for:
Taxation charged
563,221
249,880
Finance costs
539,344
729,574
Investment income
(9,551)
(5,554)
Loss/(gain) on disposal of tangible fixed assets
7,623
(400)
Amortisation and impairment of intangible assets
1,543,735
1,537,074
Depreciation and impairment of tangible fixed assets
591,086
670,928
Movements in working capital:
Decrease in stocks
889,230
327,332
Decrease/(increase) in debtors
418,092
(85,488)
Decrease in creditors
(576,649)
(377,869)
Cash generated from operations
3,991,100
2,131,051
CLOGAU HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 35 -
28
Cash generated from/(absorbed by) operations - company
2025
2024
£
£
Profit after taxation
1,911,377
1,814,229
Adjustments for:
Taxation credited
(5,113)
(5,012)
Finance costs
486,210
686,348
Investment income
(2,451,059)
(2,552,569)
Depreciation and impairment of tangible fixed assets
25,199
25,200
Movements in working capital:
Increase in debtors
(2,340)
(1,902)
Increase/(decrease) in creditors
58,299
(1,371,907)
Cash generated from/(absorbed by) operations
22,573
(1,405,613)
29
Analysis of changes in net debt - group
1 October 2024
Cash flows
30 September 2025
£
£
£
Cash at bank and in hand
511,748
334,044
845,792
Borrowings excluding overdrafts
(9,240,041)
1,851,975
(7,388,066)
Obligations under finance leases
(185,327)
125,417
(59,910)
(8,913,620)
2,311,436
(6,602,184)
30
Analysis of changes in net debt - company
1 October 2024
Cash flows
30 September 2025
£
£
£
Cash at bank and in hand
10,926
15,482
26,408
Borrowings excluding overdrafts
(9,240,041)
1,851,975
(7,388,066)
Obligations under finance leases
(5,595)
5,595
-
(9,234,710)
1,873,052
(7,361,658)
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