Company registration number 04654483 (England and Wales)
SIAN WHOLESALE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
SIAN WHOLESALE LIMITED
COMPANY INFORMATION
Directors
A E S Klimcke
C S Klimcke
Secretary
C S Klimcke
Company number
04654483
Registered office
Copse Cottage
Mole Street
Ockley
Surrey
RH5 5PE
Auditor
Sumer Audit
5 Peveril Court
6-8 London Road
Crawley
West Sussex
RH10 8JE
Business address
Gardeners Cottage
Jayes Park
Ockley
Surrey
RH5 5RR
SIAN WHOLESALE LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 25
SIAN WHOLESALE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Review of the business

The principal activity remains the wholesale and distribution of Fast-Moving Consumer Goods ("FMCG") toiletries, health and beauty, grocery and pharmaceuticals.

 

We entered 2025 with strong momentum. The first quarter delivered healthy margins, turnover ahead of forecast, and robust cashflow — supported by prior investment in the business and the strength of our working capital facilities with Lloyds Bank.

The second quarter, however, brought a sharp change in global sentiment. On 2nd April, developments in the United States — led by “The Orange man in the White House” introduced renewed tariff threats and significant uncertainty. The result was immediate: currency volatility, weakened market confidence, and heightened global tension.

Whilst the world was being distracted by macro-level theatrics, we remained disciplined. We doubled down on our processes, worked both harder and smarter, and refocused our efforts on strengthening our UK customer base. That strategic pivot delivered material growth domestically and enabled us to close the year broadly in line with 2024 performance despite the second and third quarter export downturn.

Given the external pressures faced, maintaining parity with the prior year represents, in my view, a credible and hard-earned result.

Principal risks and uncertainties

The core risk themes facing the business remain consistent with recent years. Global insecurity and geopolitical volatility continue to create uncertainty for international trade, currency stability, and supply chain planning.

In addition, we experienced financial setbacks resulting from customers declaring insolvency, only to re-emerge months later under new structures. While legally permissible, the broader ethical implications are more than questionable, and in several cases creditors — including ourselves — are forced to absorbed unnecessary losses. Regulatory oversight in these instances remains, at best, inconsistent, at worse complicit through lack of direction.

Fraud risk also continues to escalate. We have seen sustained increases in attempted cybercrime, including email account breaches, cloned websites, and payment diversion fraud. Businesses are collectively losing substantial sums though these scams, while recovery processes through banking institutions remain challenging and, at times, inequitable.

We continue to mitigate these risks through strengthened due diligence, tighter credit controls, and enhanced payment verification procedures. However, no organisation is entirely immune. Where enforcement is non-existent, attempts inevitably increase. Vigilance remains essential.

SIAN WHOLESALE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Development and performance

Building on our 2024 review, we have critically assessed the return on investment from regular trade exhibitions. Increasingly, these events have served as relationship-maintenance platforms rather than new business generators. While maintaining customer engagement is invaluable, we will reduce investment in certain long-standing exhibitions through 2026 and reallocate budget towards higher-growth territories.

In 2025, we exhibited in Lagos, Nigeria for the first time. With four members of the sales team engaging with prospective partners, while this trade show was “Small”, The West African market presents a large long-term opportunity. I am confident, that the commercial awareness and financial discipline of our team position us well to navigate these environments pragmatically and profitably.

Our continued investment in our online offering, initiated in 2024, has delivered tangible results. Online order volumes have increased significantly and we continue to invest time and knowledge to bring the best of what we offer on our platform. The other benefits of a great digital platform is that this now generates more qualified new enquiries in a single month than many traditional trade shows do in a year, and at a fraction of the cost. This reinforces our belief that scalable digital infrastructure will be fundamental to our future growth strategy.

On an operational note, I have personally invested time in exploring practical applications of AI across the business. While not every solution is revolutionary (and some still require ironing out), the development of a revised warehouse pick-and-pack routine has already demonstrated meaningful efficiency gains, proof of concept is the first part of this journey. This project will serve as a foundation for further operational optimisation across all departments.

I remain particularly focused on improving cross-departmental connectivity, reducing time wastage, and enabling our team to concentrate on high-value activities. Efficiency is not about working harder — it is about removing friction so that talented people can do what they do best.

Financial Key Performance Indicators

 

 

2025

2024

 

 

 

 

 

Turnover

73,121,231

73,725,012

 

Gross Profit

6,964,741

6,400,733

 

Gross Profit Margin

9.52%

8.68%

 

Admin Expenses

5,017,932

4,518,549

 

EBITDA

2,095,163

2,007,786

 

Profit Before Tax

1,717,111

1,614,614

 

 

Other information and explanations

Overall, 2025 was a year that tested resilience more than ambition. In a volatile global environment, stability is not accidental — it is earned. We have protected our position, strengthened our domestic base, invested in digital growth, and laid groundwork for smarter operations. That provides a solid platform for the years ahead.

On behalf of the board

A E S Klimcke
Director
29 April 2026
SIAN WHOLESALE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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

Principal activities

The principal activity of SIAN Wholesale Limited is the wholesale distribution of consumer products.

 

Business Review

The Directors’ focus during the year has been on detail — not the headline-grabbing kind, but the operational, commercial and cultural detail that quietly determines whether a business merely survives or genuinely performs. Global politics, instability and change are not new phenomenon.

 

Over the years, we have grown this company through sustained effort, disciplined investment and a clear ambition to be best-in-class. That journey was built on passion for trade, sharp buying decisions, close customer relationships and a willingness to outwork the competition.

If we are all honest — and I believe honesty is a strength — some of that edge has softened. Growth can occasionally lead to familiarity; familiarity can dilute intensity. The Board has therefore made a conscious decision to refocus on the fundamentals that built SIAN in the first place: discipline in detail, tenacity in trading, and pride in execution.

This is not a criticism of our team — far from it. It is a recognition that strong businesses must periodically recalibrate to remain sharp. Complacency is rarely dramatic; it is incremental. So too must be our response — deliberate, focused and consistent.

The transition to Employee Ownership Trust (EOT) structure reinforces this message. The EOT is more than a corporate milestone; it is a commitment. It signals that this business belongs to the people who build it every day. With that ownership comes responsibility — collective responsibility — to uphold standards, protect profitability, and pursue opportunity with discipline.

The promise is clear: this is a business for the long term. But longevity requires accountability, attention to detail and shared ambition. The Board is confident that by reigniting the passion and commercial sharpness that defined our earlier growth, we will continue to navigate turbulent markets with resilience and purpose.

Strong businesses are rarely defined by the ease of their environment. They are defined by how they respond to challenge. Our response is simple: return to the basics, execute exceptionally well, and take collective ownership of our future.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

A E S Klimcke
C S Klimcke
Financial instruments
Liquidity risk

The company manages its cash and borrowing requirements in order to minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.

SIAN WHOLESALE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Credit risk

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the board.

 

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade receivables are monitored on an ongoing basis and provisions are made for doubtful debts where necessary.

Auditor

The auditor, Sumer Audit, is deemed reappointed under Section 487(2) of the Companies Act 2006.

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 company’s auditor 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 company’s auditor 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
A E S Klimcke
Director
29 April 2026
SIAN WHOLESALE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

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

 

 

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

SIAN WHOLESALE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SIAN WHOLESALE LIMITED
- 6 -
Opinion

We have audited the financial statements of SIAN Wholesale Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the 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:

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

Other information

The 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:

SIAN WHOLESALE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SIAN WHOLESALE LIMITED
- 7 -
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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

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.

 

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.

 

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

 

 

As a result of these procedures, we considered the opportunities and incentives that may exist within the company for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: health & safety, employment law and compliance with the UK Companies Act.

 

SIAN WHOLESALE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SIAN WHOLESALE LIMITED
- 8 -

In addition to the above, our procedures to respond to risks identified included the following:

 

 

Due to the inherent limitations of an audit, there is an unavoidable risk that some 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). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.

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 company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Tony Summers BA FCA (Senior Statutory Auditor)
For and on behalf of Sumer Audit
29 April 2026
Chartered Accountants
Statutory Auditor
Crawley
Sumer Audit is the trading name of Sumer Auditco Limited
SIAN WHOLESALE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Revenue
3
73,121,231
73,725,012
Cost of sales
(66,156,490)
(67,023,587)
Exceptional item - inventory write off
-
(300,692)
Gross profit
6,964,741
6,400,733
Administrative expenses
(5,017,932)
(4,518,549)
Operating profit
4
1,946,809
1,882,184
Finance costs
7
(229,698)
(267,570)
Profit before taxation
1,717,111
1,614,614
Tax on profit
8
(430,857)
(378,095)
Profit for the financial year
1,286,254
1,236,519

The income statement has been prepared on the basis that all operations are continuing operations.

SIAN WHOLESALE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
10
255,264
315,175
Current assets
Inventories
11
8,420,320
7,522,659
Trade and other receivables
12
8,371,200
8,586,600
Cash and cash equivalents
1,027,356
761,369
17,818,876
16,870,628
Current liabilities
13
(10,960,839)
(10,313,471)
Net current assets
6,858,037
6,557,157
Total assets less current liabilities
7,113,301
6,872,332
Non-current liabilities
14
-
0
(48,485)
Provisions for liabilities
Deferred tax liability
17
47,300
44,100
(47,300)
(44,100)
Net assets
7,066,001
6,779,747
Equity
Called up share capital
20
434,782
434,782
Share premium account
110,955
110,955
Retained earnings
6,520,264
6,234,010
Total equity
7,066,001
6,779,747

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

The financial statements were approved by the board of directors and authorised for issue on 29 April 2026 and are signed on its behalf by:
A E S Klimcke
Director
Company registration number 04654483 (England and Wales)
SIAN WHOLESALE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Share premium account
Retained earnings
Total
Notes
£
£
£
£
Balance at 1 January 2024
400,000
-
0
5,953,228
6,353,228
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
1,236,519
1,236,519
Issue of share capital
20
34,782
110,955
-
145,737
Contribution to Employee Ownership Trust
9
-
-
(955,737)
(955,737)
Balance at 31 December 2024
434,782
110,955
6,234,010
6,779,747
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
1,286,254
1,286,254
Contribution to Employee Ownership Trust
9
-
-
(1,000,000)
(1,000,000)
Balance at 31 December 2025
434,782
110,955
6,520,264
7,066,001
SIAN WHOLESALE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
1,667,082
1,809,152
Interest paid
(229,698)
(267,570)
Income taxes paid
(208,729)
(207,672)
Net cash inflow from operating activities
1,228,655
1,333,910
Investing activities
Purchase of property, plant and equipment
(88,443)
(150,731)
Net cash used in investing activities
(88,443)
(150,731)
Financing activities
Proceeds from issue of shares
-
0
145,737
Proceeds from borrowings
400,000
130,000
Repayment of borrowings
(200,000)
(18,000)
Payment of finance leases obligations
(74,225)
(80,409)
Dividends and distributions paid
(1,000,000)
(955,737)
Net cash used in financing activities
(874,225)
(778,409)
Net increase in cash and cash equivalents
265,987
404,770
Cash and cash equivalents at beginning of year
761,369
356,599
Cash and cash equivalents at end of year
1,027,356
761,369
SIAN WHOLESALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

SIAN Wholesale Limited is a private company limited by shares incorporated in England and Wales. The registered office is Copse Cottage, Mole Street, Ockley, Surrey, RH5 5PE.

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 amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have considered relevant information, including the company’s principal risks and uncertainties, the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment.  true

 

Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.

1.3
Revenue

Revenue is recognised at the fair value of the consideration received or receivable for goods provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

1.4
Property, plant and equipment

Property, plant and equipment 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:

Plant & Machinery
20% straight line
Fixtures & Fittings
20% straight line
Computer Equipment
33% 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 credited or charged to profit or loss.

1.5
Impairment of non-current assets

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

SIAN WHOLESALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.6
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to sell, on an AVCO basis. Inventories comprise of finished goods only.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and bank overdrafts.

1.8
Financial instruments

The company 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.

Basic financial assets

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost.

Other financial assets

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

Impairment of financial assets

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

 

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

 

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

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 company 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.

Basic financial liabilities

Basic financial liabilities, including trade and other payables and bank loans, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

SIAN WHOLESALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
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 through 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. All called up share capital is allotted and fully paid.

1.10
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.

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.

1.11
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 non-current assets.

1.12
Retirement benefits

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

SIAN WHOLESALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.13
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using an earnings based model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.14
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 statement of financial position 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 leases asset are consumed.

1.15
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.

1.16

Invoice Discounting

Where debts are invoice discounted, the separate presentation treatment has been adopted, the gross amount of the debts is included within trade debtors with the advances received from invoice discounting are shown as a liability.

SIAN WHOLESALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

Stock Valuation

The directors have made key assumptions in determining the appropriate impairment provision against stock items held at the end of the reporting period. At the financial reporting date, the carrying amount of stock was £8,420,320 (2024 - £7,522,659).

3
Revenue
2025
2024
£
£
Revenue analysed by class of business
Sale of goods
72,389,259
73,140,323
Management fee income
731,972
584,689
73,121,231
73,725,012
2025
2024
£
£
Revenue analysed by geographical market
UK
31,396,111
25,049,079
Europe
10,683,618
8,447,461
Rest of World
31,041,502
40,228,472
73,121,231
73,725,012
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(3,930)
2,263
Fees payable to the company's auditor for the audit of the company's financial statements
14,400
13,400
Depreciation of owned property, plant and equipment
74,966
52,214
Depreciation of property, plant and equipment held under finance leases
73,388
73,388
SIAN WHOLESALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
5
Employees

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

2025
2024
Number
Number
Directors
2
2
Office
27
26
Sales
10
9
Warehouse
15
15
Total
54
52

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
2,925,711
2,698,601
Social security costs
414,875
340,221
Pension costs
43,174
40,310
3,383,760
3,079,132
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
490,000
490,000

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

The highest paid director's remuneration was £360,000 (2024: £360,000), in addition to payments to a defined contribution pension scheme of £1,321 (2024: £1,321).

7
Finance costs
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
191,270
237,736
Other finance costs:
Other interest
38,428
29,834
229,698
267,570
SIAN WHOLESALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
8
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
429,253
59,000
Adjustments in respect of prior periods
(1,596)
(29,003)
Total current tax
427,657
29,997
Deferred tax
Origination and reversal of timing differences
3,200
348,098
Total tax charge
430,857
378,095

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

2025
2024
£
£
Profit before taxation
1,717,111
1,614,614
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
429,278
403,654
Tax effect of expenses that are not deductible in determining taxable profit
(14,285)
(15,392)
Adjustments in respect of prior years
(1,596)
(29,003)
Depreciation on assets not qualifying for tax allowances
18,452
18,542
Effects of rounding
(992)
294
Taxation charge for the year
430,857
378,095
9
Dividends and distributions
2025
2024
£
£
Contributions to Employee Ownership Trust
Amounts paid
1,000,000
955,737
SIAN WHOLESALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
10
Property, plant and equipment
Plant & Machinery
Fixtures & Fittings
Computer Equipment
Total
£
£
£
£
Cost
At 1 January 2025
229,594
543,038
174,224
946,856
Additions
38,391
29,612
20,440
88,443
At 31 December 2025
267,985
572,650
194,664
1,035,299
Depreciation and impairment
At 1 January 2025
153,095
328,212
150,374
631,681
Depreciation charged in the year
42,804
88,391
17,159
148,354
At 31 December 2025
195,899
416,603
167,533
780,035
Carrying amount
At 31 December 2025
72,086
156,047
27,131
255,264
At 31 December 2024
76,499
214,826
23,850
315,175

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

2025
2024
£
£
Plant & Machinery
37,958
87,639
Fixtures & Fittings
15,977
39,684
53,935
127,323
11
Inventories
2025
2024
£
£
Finished goods and goods for resale
8,420,320
7,522,659
12
Trade and other receivables
2025
2024
Amounts falling due within one year:
£
£
Trade receivables
7,112,045
7,361,684
Corporation tax recoverable
-
0
27,675
Other receivables
912,915
863,559
Prepayments and accrued income
346,240
333,682
8,371,200
8,586,600
SIAN WHOLESALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
13
Current liabilities
2025
2024
Notes
£
£
Obligations under finance leases
16
54,672
80,412
Other loans
15
1,002,000
802,000
Trade payables
5,688,314
5,358,072
Corporation tax
191,253
-
0
Other taxation and social security
113,078
95,136
Other payables
3,509,275
3,558,037
Accruals and deferred income
402,247
419,814
10,960,839
10,313,471

Within other payables is an invoice discounting facility amounting to £3,258,796 (2024 - £3,254,698) repayable. The loan is secured by fixed charges to the company's debtor listings.

14
Non-current liabilities
2025
2024
Notes
£
£
Obligations under finance leases
16
-
0
48,485
15
Borrowings
2025
2024
£
£
Other loans
1,002,000
802,000
Payable within one year
1,002,000
802,000

There are no terms on the above borrowings and are therefore repayable on demand. However, the directors believe it unlikely that these would be recalled in the next 12 months.

16
Finance lease obligations
2025
2024
Future minimum lease payments due under finance leases:
£
£
Within one year
54,672
80,412
In two to five years
-
0
48,485
54,672
128,897

Finance lease payments represent rentals payable by the company for certain items of plant & machinery and fixtures & fittings. 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 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

SIAN WHOLESALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
17
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
47,300
44,100
2025
Movements in the year:
£
Liability at 1 January 2025
44,100
Charge to profit or loss
3,200
Liability at 31 December 2025
47,300
18
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
43,174
40,310

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

19
Share-based payment transactions
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 January 2025
-
0
34,782
-
0
4.19
Exercised
-
0
(34,782)
0
-
0
4.19
Outstanding at 31 December 2025
-
0
-
0
-
0
-
0
Exercisable at 31 December 2025
-
0
-
0
-
0
-
0
20
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
434,782
434,782
434,782
434,782
SIAN WHOLESALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
20
Share capital
(Continued)
- 23 -

Ordinary shares have full voting, dividend and distribution rights.

Contributions totalling £1,000,000 (2024: £955,737) have been made to the Employee Ownership Trust during the year and have been treated as a distribution from reserves.

21
Operating lease commitments

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

2025
2024
£
£
Within one year
404,174
385,424
Between two and five years
1,529,158
1,476,698
In over five years
2,122,753
2,491,927
4,056,085
4,354,049
SIAN WHOLESALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
22
Related party transactions

At the financial reporting date the amount owed to family members of the directors was £552,000 (2024 - £582,000). The balance is repayable on demand and interest is charged on the outstanding amount.

 

Remuneration of £393,750 (2024 - £348,967) was paid to employees who are trustees within the Employee Ownership Trust. Included within other creditors is £150,000 (2024 - £70,000) owed to these employees.

 

During the year, £3,679,970 (2024 - £1,003,382) was paid to connected companies for services provided and goods purchased. In addition, sales of £2,184,673 (2024 - £2,536,322) were made to these connected companies.

 

Amounts due from connected companies included within other receivables totalled £555,958 (2024 - £555,958), there are no specific terms on the amount and interest of £36,462 (2024 - £nil) during the year is charged.

 

Amounts due from connected companies included within trade receivables totalled £739,163 (2024 - £962,224) and amounts owed to connected companies within trade payables include £397,371 (2024 - £276,158).

 

 

23
Directors' transactions

At the financial reporting date the amount owed to directors was £179,866 (2024 - £120,134).

 

An interest rate of 5% per annum is charged on the outstanding balance. During the year the total interest payable to the directors and their partners was £32,446 (2024 - £28,447).

24
Cash generated from operations
2025
2024
£
£
Profit for the year after tax
1,286,254
1,236,519
Adjustments for:
Taxation charged
430,857
378,095
Finance costs
229,698
267,570
Depreciation and impairment of property, plant and equipment
148,354
125,602
Movements in working capital:
Increase in inventories
(897,661)
(1,001,234)
Decrease in trade and other receivables
187,725
380,315
Increase in trade and other payables
281,855
422,285
Cash generated from operations
1,667,082
1,809,152
SIAN WHOLESALE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
25
Analysis of changes in net debt
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
761,369
265,987
1,027,356
Borrowings excluding overdrafts
(802,000)
(200,000)
(1,002,000)
Obligations under finance leases
(128,897)
74,225
(54,672)
(169,528)
140,212
(29,316)
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