Company registration number 00490704 (England and Wales)
SHANI GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
SHANI GROUP LIMITED
CONTENTS
Page
Group statement of financial position
1 - 2
Company statement of financial position
3
Notes to the financial statements
4 - 12
SHANI GROUP LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
4
37,116
50,062
Current assets
Inventories
245,260
636,998
Trade and other receivables
6
1,315,685
989,677
Cash and cash equivalents
332,556
379,161
1,893,501
2,005,836
Current liabilities
7
(2,158,602)
(2,408,166)
Net current liabilities
(265,101)
(402,330)
Total assets less current liabilities
(227,985)
(352,268)
Non-current liabilities
8
(250,000)
(400,000)
Net liabilities
(477,985)
(752,268)
Equity
Called up share capital
1,459,230
1,459,230
Share premium account
800,392
800,392
Other reserves
-
0
12,006
Retained earnings
(2,737,607)
(3,023,896)
Total equity
(477,985)
(752,268)

T he director of the group have elected not to include a copy of the income statement within the financial statements.

For the financial year ended 31 December 2025 the group was entitled to exemption from audit under section 477 of the Companies Act 2006.

Director's responsibilities under the Companies Act 2006:

- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476;

- The director acknowledges his responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements.

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

SHANI GROUP LIMITED
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 2 -
The financial statements were approved and signed by the director and authorised for issue on 4 June 2026
04 June 2026
M.A. Hollis
Director
SHANI GROUP LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025
- 3 -
2025
2024
Notes
£
£
£
£
Non-current assets
Investments
5
122,575
54,519
Current assets
Trade and other receivables
6
736,126
563,233
Cash and cash equivalents
62,182
60,920
798,308
624,153
Current liabilities
7
(1,227,651)
(1,350,725)
Net current liabilities
(429,343)
(726,572)
Total assets less current liabilities
(306,768)
(672,053)
Non-current liabilities
8
(250,000)
(400,000)
Net liabilities
(556,768)
(1,072,053)
Equity
Called up share capital
1,459,230
1,459,230
Share premium account
800,392
800,392
Retained earnings
(2,816,390)
(3,331,675)
Total equity
(556,768)
(1,072,053)

As permitted by s408 Companies Act 2006, the c ompany has not presented its own income statement and related notes. The c ompany’s profit for the year was £515,285 (2024 - £34,385 loss).

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

T he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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 and signed by the director and authorised for issue on 4 June 2026
04 June 2026
M.A. Hollis
Director
Company Registration No. 00490704
SHANI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
1
Accounting policies
Company information

Shani Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 5th Floor, 3 Dorset Rise, London, EC4Y 8EN.

The group consists of Shani Group 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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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. The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

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.

The consolidated group financial statements consist of the financial statements of the parent company Shani Group Limited together with all entities controlled by the parent company (its subsidiaries).

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

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

1.3
Going concern

The financial statements have been prepared on a going concern basis, notwithstanding the group's excess of liabilities over assets at the balance sheet date.

The group's working capital needs are met through various financing arrangements, which include bank financing, counterparty financing facilities and related party and shareholder loans, each of which are drawn down to meet the requirements of the group's business, throughout its seasonal trading cycle.

The director acknowledges that if any of these existing facilities were to be withdrawn entirely or in part, it would place considerable pressure on the group and cast material doubt on its ability to continue as a going concern. However, the director is not currently aware of any reason why these facilities should not be made available for the foreseeable future.

This being the case, and based on forecasts prepared covering the period of 12 months from the date of the approval of these financial statements, the director is satisfied that the group will be able to meet its liabilities as they fall due. Accordingly he continues to adopt the going concern basis of accounting.

SHANI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
1.4
Revenue

Revenue represents sales to customers at invoiced amounts less value added tax. Revenue 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.

Customer returns and credit notes are provided for as a reduction to revenue based on management's best estimate of the amount required to meet claims by customers, taking into account historical trends and past experiences.

1.5
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:

Trademarks
20% Straight line
1.6
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 and machinery
15% Straight line
Fixtures, fittings and equipment
15% Straight line
Computer equipment
25% Straight line
Website development
50% 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 income statement.

1.7
Non-current investments

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

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

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

SHANI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
1.8
Impairment of non-current assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

1.9
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash and deposits held with banks. Bank overdrafts and invoice discounting facilities are shown within borrowings in current liabilities, unless there is a legally enforceable right to set-off with a bank that allows them to be offset against cash balances.

1.11
Financial instruments

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

Financial instruments are recognised in the group's statement of financial position 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 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 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.

SHANI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 7 -
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 the income statement.

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 the income statement.

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 trade and other payables and amounts due under invoice discounting facilities 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 receipts discounted at a market rate of interest.

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

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Invoice discounting facilities

Amounts due in respect of invoice discounting are separately disclosed within current liabilities as borrowings.

The invoice discounting facility allows the group to draw down a percentage of the value of certain sales invoices. The management and collection of trade receivables remains with the group.

Derecognition of financial liabilities

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

1.12
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.

SHANI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 8 -
1.13
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 income statement 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 taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes.

1.14
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.

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.

1.15
Retirement benefits

The g roup makes contributions to the personal pension schemes of certain of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.

1.16
Foreign exchange

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the exchange rates ruling at the balance sheet date. Transactions in the ordinary course of business denominated in foreign currencies are translated into sterling at the exchange rate contracted or ruling at the date of the transaction. All differences are taken t o purchase and manufacturing costs of sales in the profit and loss account.

For the purposes of presenting consolidated financial statements, the assets and liabilities of the g roup's foreign operations are translated into sterling using exchange rates prevailing at the end of each reporting period. Exchange differences arising are dealt with through reserves and are presented in the statement of changes in equity.

2
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
Total
14
25
1
1

At the reporting date there were unpaid pension contributions of £3,827 (20 2 4: £4,063).

SHANI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
3
Intangible fixed assets
Group
Goodwill
Trademarks
Total
£
£
£
Cost
At 1 January 2025 and 31 December 2025
317,578
211,074
528,652
Amortisation and impairment
At 1 January 2025 and 31 December 2025
317,578
211,074
528,652
Carrying amount
At 31 December 2025
-
0
-
0
-
0
At 31 December 2024
-
0
-
0
-
0
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.
4
Property, plant and equipment
Group
Plant and machinery etc
£
Cost
At 1 January 2025
182,714
Additions
468
Disposals
(126,356)
At 31 December 2025
56,826
Depreciation and impairment
At 1 January 2025
132,652
Depreciation charged in the year
13,414
Eliminated in respect of disposals
(126,356)
At 31 December 2025
19,710
Carrying amount
At 31 December 2025
37,116
At 31 December 2024
50,062
SHANI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
4
Property, plant and equipment
(Continued)
- 10 -
Company
Plant and machinery etc
£
Cost
At 1 January 2025 and 31 December 2025
2,958
Depreciation and impairment
At 1 January 2025 and 31 December 2025
2,958
Carrying amount
At 31 December 2025
-
0
5
Fixed asset investments
Group
Company
2025
2024
2025
2024
£
£
£
£
Shares in subsidiaries
-
0
-
0
122,575
54,519
Movements in non-current investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
54,519
Impairment reversal
68,056
At 31 December 2025
122,575
Carrying amount
At 31 December 2025
122,575
At 31 December 2024
54,519
6
Trade and other receivables
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade receivables
1,256,611
860,960
-
0
-
0
Amounts owed by group
-
0
-
0
724,363
549,137
Other receivables
59,074
128,717
11,763
14,096
1,315,685
989,677
736,126
563,233
SHANI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
7
Current liabilities
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade payables
440,160
968,924
1,734
-
0
Taxation and social security
61,945
31,329
-
0
-
0
Other payables
1,656,497
1,407,913
1,225,917
1,350,725
2,158,602
2,408,166
1,227,651
1,350,725
8
Non-current liabilities
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Other borrowings
9
250,000
400,000
250,000
400,000
9
Borrowings
Group
Company
2025
2024
2025
2024
£
£
£
£
Other loans
1,442,434
1,715,666
1,442,434
1,715,666
Payable within one year
1,192,434
1,315,666
1,192,434
1,315,666
Payable after one year
250,000
400,000
250,000
400,000

At the balance sheet date, the other loans comprise unsecured loan s owed to the company's director and sole shareholder, M.A. Hollis.

The total year end balance owed to M.A. Hollis was £1,442,434 (20 2 4: £1,715,666). The balance was split between a n interest bearing portion of £400,000, which is repayable in monthly instalments of £12,500 each and bears interest at 7.5% per annum. T he remaining £1,042,434 owed to M.A. Hollis was interest free and repayable on demand.

10
Financial commitments, guarantees and contingent liabilities

Group and company

The group has granted fixed and floating legal charges over certain of its assets in favour of its bankers.

SHANI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
11
Related party transactions
Transactions with related parties

Group and company

At the balance sheet date the group has unsecured loans from its director, M.A Hollis.

The terms of the loans are disclosed in Note 9.

12
Subsidiaries

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

Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Shani Limited
*
Manufacture of ladies clothing
Ordinary
100.00
4 Seasons (Shani) Limited
*
Dormant
Ordinary
100.00
Freez Limited
*
Dormant
Ordinary
100.00
Grace and Oliver Limited
*
Dormant
Ordinary
100.00
Rossetti (Shani) Limited
*
Dormant
Ordinary
100.00

* - all companies are registered at 5th Floor, 3 Dorset Rise, London, EC4Y 8EN

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