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Registered number: 02150561 COLE FABRICS PLC ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
COLE FABRICS PLC COMPANY INFORMATION
Directors | J R Cole
| D I Forster
| J H Kingsley
| N J R Cole
| P L Saxby
| J M Roberts
Company secretary | J Roberts
Registered number | 02150561
Registered office | Romandus House
| Ludlow Hill Road
| West Bridgford
| Nottingham
| NG2 6HF
Independent auditors | PKF Smith Cooper Audit Limited
| Statutory Auditors
| 2 Lace Market Square
| Nottingham
| NG1 1PB
COLE FABRICS PLC CONTENTS
| Page
Strategic report | 1
Directors' report | 2 - 3
Independent auditors' report | 4 - 7
Statement of comprehensive income | 8
Balance sheet | 9 - 10
Statement of changes in equity | 11
Notes to the financial statements | 12 - 26
COLE FABRICS PLC STRATEGIC REPORT FOR THE YEAR ENDED 31 JANUARY 2026
Introduction
We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and nature of our business and is written in the context of the risks and uncertainties we face.
Business review (incorporating KPIs)
Sales for the year showed a marginal increase of 2.0%, returning the business to a more stable footing after the turbulence of recent years. Gross margins have continued to improve from 43.3% to 44.2%. This was largely due to forward currency commitments and generally lower shipping costs. Headcount has marginally reduced due to some retirements and increased production efficiencies. We are expecting to add further headcount in key areas of Sales and IT this year in Nottingham. New machinery on order will be positively impacting the Preston plant, improving efficiencies and maintaining staff numbers. The Group has continued to invest in sustainability and compliance adding GOTS (Global Organic Textile Standard), GRS (Global Recycled Standard) and Cyber Essentials Plus to our already impressive list of independently verified global standards. With the easing of energy costs, administration expenses have remained stable, allowing profits to increase. Intercompany commission rates remain unaltered. Stock levels are largely unaltered, with cash levels having improved by 29.3%. Subsequent to the year-end the Company has voted a dividend to the holding company of £1,000,000 as well as an in year dividend in-specie of £1,093,820 in respect of the transfer of the Company's property to the Company's parent undertaking. As part of a commitment to UK manufacturing and expansion plans, the properties in Nottingham are going through a series of redevelopments, which will continue through 2026/2027 and beyond. Sales this year are showing a further increase, with more focus on developing business opportunities. Despite the government legislation changes increasing employment costs, our expenses are stable. The Directors are confident that the Company can continue to develop and improve. This report was approved by the board and signed on its behalf.
................................................ P L Saxby Director
Date: 17 June 2026
Page 1
COLE FABRICS PLC DIRECTORS' REPORT FOR THE YEAR ENDED 31 JANUARY 2026 The directors present their report and the financial statements for the year ended 31 January 2026.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The principal activity of the company is the manufacture and supply of ribbon, bows and embellishments for decoration, processing and printing as well as textile based packaging solutions.
Results and dividends
The profit for the year, after taxation, amounted to £340,479 (2025 - £136,186). An ordinary dividend of £200,000 (2025: £Nil) was paid during the year. On 30 January 2026, the Company declared a distribution in specie of a freehold property to its immediate parent undertaking. The freehold property was distributed at its net book value of £893,820 and was recognised as a dividend in the year. No gain or loss was recognised in relation to this distribution.
Directors
The directors who served during the year were:
J R Cole
D I Forster
J H Kingsley
N J R Cole
P L Saxby
J M Roberts (appointed 1 October 2025)
Page 2
COLE FABRICS PLC DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2026
Financial instruments
The Company is exposed to various risks in relation to financial instruments. The Company's financial assets and liabilities by category are set out in note 17. The Company's risk management is monitored by the directors. The most significant financial risks are explained in more detail below: Currency risk Foreign exchange currency exposure due to trade in currencies other than the functional currency of the Company. The exposure is monitored and managed by the use of forward foreign exchange contracts. In accordance with the Company foreign exchange policy, the Company does not enter into derivatives for speculative purposes.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Auditors
The auditors, PKF Smith Cooper Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
................................................ P L Saxby Director
Date: 17 June 2026
Page 3
COLE FABRICS PLC INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COLE FABRICS PLC
Opinion
We have audited the financial statements of Cole Fabrics Plc (the 'Company') for the year ended 31 January 2026, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 January 2026 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Page 4
COLE FABRICS PLC INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COLE FABRICS PLC (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 5
COLE FABRICS PLC INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COLE FABRICS PLC (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Based on our understanding of the company and industry, we identify the key laws and regulations affecting the company. We identified that the principal risk of fraud or non-compliance with laws and regulations related to: • Management bias in respect of accounting estimates and judgements made; • Management override of control; • Posting of unusual journals or transactions. We focussed on those areas that could give rise to a material misstatement in the Company financial statements. Our procedures included, but were not limited to: • Enquiry of management and those charged with governance around actual and potential litigation and claims, including instances of non-compliance with laws and regulations and fraud; • Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud; • Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; • Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias, in particular stock provisions and derivatives. It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report. Page 6
COLE FABRICS PLC INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COLE FABRICS PLC (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Sarah Flear (Senior statutory auditor) for and on behalf of PKF Smith Cooper Audit Limited Statutory Auditors 2 Lace Market Square Nottingham NG1 1PB 23 June 2026 Page 7
COLE FABRICS PLC STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 JANUARY 2026
| 2026 | 2025
Note | £ | £
Turnover | 3 | 12,741,821 | 12,512,877
Cost of sales |  | (7,105,322) | (7,100,989)
Gross profit |  | 5,636,499 | 5,411,888
Administrative expenses |  | (5,191,570) | (5,194,532)
Operating profit | 4 | 444,929 | 217,356
Interest receivable and similar income | 8 | 29,048 | 30,340
Profit before tax |  | 473,977 | 247,696
Tax on profit | 9 | (133,498) | (111,510)
Profit for the financial year |  | 340,479 | 136,186
Other comprehensive income for the year |  |  |
Gains/(losses) on cash flow hedges |  | 238,425 | 28,110
Deferred tax relating to components of other comprehensive income | 18 | (59,606) | (7,027)
Other comprehensive income for the year |  | 178,819 | 21,083
Total comprehensive income for the year |  | 519,298 | 157,269
There were no recognised gains and losses for 2026 or 2025 other than those included in the statement of comprehensive income.
The notes on pages 12 to 26 form part of these financial statements.
Page 8
COLE FABRICS PLC REGISTERED NUMBER: 02150561 BALANCE SHEET AS AT 31 JANUARY 2026
|  | 2026 |  | 2025
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 11 |  | 435,135 |  | 1,485,444
Investments | 12 |  | 9,397 |  | 9,397
|  |  | 444,532 |  | 1,494,841
Current assets |  |  |  |  |
Stocks | 13 | 1,558,399 |  | 1,568,440 |
Debtors: amounts falling due within one year | 14 | 2,234,104 |  | 2,087,780 |
Cash at bank and in hand | 15 | 3,880,257 |  | 3,001,918 |
|  | 7,672,760 |  | 6,658,138 |
Creditors: amounts falling due within one year | 16 | (1,310,351) |  | (952,743) |
Net current assets |  |  | 6,362,409 |  | 5,705,395
Total assets less current liabilities |  |  | 6,806,941 |  | 7,200,236
Provisions for liabilities |  |  |  |  |
Deferred tax | 18 | (131,520) |  | (150,360) |
Other provisions | 19 | (200,066) |  | - |
|  |  | (331,586) |  | (150,360)
Net assets |  |  | 6,475,355 |  | 7,049,876
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 517,560 |  | 517,560
Share premium account | 21 |  | 18,893 |  | 18,893
Revaluation reserve | 21 |  | - |  | 349,486
Fair value reserve | 21 |  | 224,549 |  | 45,729
Capital redemption reserve | 21 |  | 84,954 |  | 84,954
Profit and loss account | 21 |  | 5,629,399 |  | 6,033,254
|  |  | 6,475,355 |  | 7,049,876
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ P L Saxby
Director
Date: 17 June 2026
The notes on pages 12 to 26 form part of these financial statements. Page 9
COLE FABRICS PLC REGISTERED NUMBER: 02150561 BALANCE SHEET (CONTINUED) AS AT 31 JANUARY 2026 Page 10
COLE FABRICS PLC STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JANUARY 2026
| Called up share capital | Share premium account | Revaluation reserve | Fair value reserve | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £ | £ | £
At 1 February 2024 | 517,560 | 18,893 | 349,486 | 24,646 | 84,954 | 5,897,068 | 6,892,607
Comprehensive income for the year |  |  |  |  |  |  |
Profit for the year | - | - | - | - | - | 136,186 | 136,186
Gains/(losses) on cash flow hedges | - | - | - | 28,110 | - | - | 28,110
Deferred tax relating to components of other comprehensive income | - | - | - | (7,027) | - | - | (7,027)
Total comprehensive income for the year | - | - | - | 21,083 | - | 136,186 | 157,269
At 1 February 2025 | 517,560 | 18,893 | 349,486 | 45,729 | 84,954 | 6,033,254 | 7,049,876
Comprehensive income for the year |  |  |  |  |  |  |
Profit for the year | - | - | - | - | - | 340,479 | 340,479
Sale of freehold property | - | - | (349,486) | - | - | 349,486 | -
Gains/(losses) on cash flow hedges | - | - | - | 238,426 | - | - | 238,426
Deferred tax relating to components of other comprehensive income | - | - | - | (59,606) | - | - | (59,606)
Total comprehensive income for the year | - | - | (349,486) | 178,820 | - | 689,965 | 519,299
Contributions by and distributions to owners |  |  |  |  |  |  |
Dividends | - | - | - | - | - | (1,093,820) | (1,093,820)
At 31 January 2026 | 517,560 | 18,893 | - | 224,549 | 84,954 | 5,629,399 | 6,475,355
| The notes on pages 12 to 26 form part of these financial statements.
Page 11
COLE FABRICS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 1.Accounting policies
| 1.1 | Basis of preparation of financial statements
Cole Fabrics Plc is a private company limited by shares incorporated in the United Kingdom. The address of the registered office is given in the company information of these financial statements. The Company's registration number is 02150561. The nature of the Company's operations and principal activities are given in the Directors' Report. The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include certain items at fair value. The financial statements are prepared in Sterling which is the functional currency of the Company and they are rounded to the nearest £1. The following principal accounting policies have been applied:
| 1.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of The Cole Fabrics Group PLC as at 31 January 2025 and these financial statements may be obtained from Romandus House, Ludlow Hill Road, West Bridgford, Nottingham, NG2 6HF.
| 1.3 | Going concern
In preparing the financial statements on a going concern basis, the Directors have paid due regard to relevant forecast financial information, including cash flows, and factored in sensitivities. In the Directors’ opinion, the Company is a going concern for a minimum of twelve months from the date of the approval of the financial statements.
| 1.4 | Foreign currency translation
Functional and presentation currency The group's functional and presentational currency is Sterling. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. Page 12
COLE FABRICS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 1.Accounting policies (continued)
| 1.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Revenue is generally recognised on the despatch of goods. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: - the Company has transferred the significant risks and rewards of ownership to the buyer; - the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; - the amount of revenue can be measured reliably; - it is probable that the Company will receive the consideration due under the transaction; and - the costs incurred or to be incurred in respect of the transaction can be measured reliably.
| 1.6 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 1.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 1.8 | Pensions
The Company operates a defined contribution pension scheme and contributions to the scheme are recognised in the profit and loss account in the period in which they become payable.
| 1.9 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Page 13
COLE FABRICS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 1.Accounting policies (continued)
| 1.10 | Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended. Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life. Depreciation is provided on the following basis:
|  |  |  | Freehold buildings | - | 2% | straight line
|  |  |  | Plant and machinery | - | 25% | reducing balance
|  |  |  | Motor vehicles | - | 25% | reducing balance
|  |  |  | Fixtures and fittings | - | 25% | reducing balance to 50% straight line
Land is not depreciated.
| 1.11 | Investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in joint ventures are stated at the amount of the Company's share of net assets. The Profit and loss account includes the Company's share of joint venture's profits after taxation using the equity accounting basis.
| 1.12 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 1.13 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 1.14 | Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash in hand and short term deposits with an original maturity date of three months or less.
| 1.15 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 14
COLE FABRICS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 1.Accounting policies (continued)
| 1.16 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 1.17 | Financial instruments
Derivative financial instruments ("derivatives") are used to manage risks arising from changes in foreign currency exchange rates relating to the purchase of overseas sourced products. In accordance with the Company foreign exchange policy, the Company does not enter into derivatives for speculative purposes. Derivatives are stated at their fair value, being the estimated amount that the Company would receive or pay to terminate them at the balance sheet date based on prevailing foreign currency exchange rates. Changes in fair value of foreign currency derivatives which are designated and effective as hedges of future cash flows are recognised in equity in the fair value reserve, and subsequently transferred to the carrying amount of the hedged item or the profit and loss account. Realised gains and losses on cash flow hedges are therefore recognised in the profit and loss account in the same period as the hedged item. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument previously recognised in equity is retained in equity until the hedged transaction occurs. If the hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is then transferred to the profit and loss account. Changes in fair value of derivatives which are ineffective or do not meet the criteria for hedge accounting in FRS 102 are recognised in the profit and loss account.
| 1.18 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Page 15
COLE FABRICS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
2. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. Financial instruments - fair values have been estimated at the amount the Company would expect to receive or pay to terminate the forward contracts at the balance sheet date based on prevailing foreign currency rates. Stock provision - management exercises judgement in determining when stock items are considered obsolete, slow moving, or impaired and make an appropriate provision, to ensure that stock is valued at the lower of cost and net realisable value. This includes assessing product ageing, historical and forecast sales trends and changes in customer demand.
3. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Sale of goods | 12,741,821 | 12,512,877
Analysis of turnover by country of destination:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| United Kingdom | 5,509,061 | 5,496,319
| Rest of Europe | 6,738,532 | 6,324,135
| Rest of the world | 494,228 | 692,423
|  | 12,741,821 | 12,512,877
4. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 156,489 | 215,611
| Foreign currency (gains)/losses | (69,376) | (59,140)
| Operating lease rentals - land and buildings | 63,000 | 62,500
| Operating lease rentals - plant and machinery | 15,535 | 6,905
| Defined contribution pension cost | 252,839 | 208,248
Page 16
COLE FABRICS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
5. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 17,750 | 16,900
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
6. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Wages and salaries | 3,155,741 | 3,054,565
| Social security costs | 420,123 | 338,341
| Cost of defined contribution scheme | 252,839 | 208,248
|  | 3,828,703 | 3,601,154
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2026 | 2025
|  |  | No. | No.
|  | Production | 33 | 35
|  | Sales | 9 | 8
|  | Administration | 24 | 26
|  |  | 66 | 69
Page 17
COLE FABRICS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
7. | Directors' remuneration
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Directors' emoluments | 900,172 | 714,218
| Company contributions to defined contribution pension schemes | 84,122 | 59,350
|  | 984,294 | 773,568
| During the year retirement benefits were accruing to 5 directors (2025 - 4) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £NIL (2025 - £179,591).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2025 - £17,701).
8. | Interest receivable
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Bank interest receivable | 29,048 | 30,340
9. | Taxation
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 206,975 | 78,935
| Adjustments in respect of previous periods | 4,970 | 45,816
| Total current tax | 211,945 | 124,751
| Deferred tax |  |
| Origination and reversal of timing differences | (78,447) | (13,241)
| Total deferred tax | (78,447) | (13,241)
| Taxation on profit on ordinary activities | 133,498 | 111,510
Page 18
COLE FABRICS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 9.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2025 - higher than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 473,977 | 247,696
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%) | 118,494 | 61,924
| Effects of: |  |
| Expenses not deductible for tax purposes | 10,034 | 87
| Capital allowances for year in excess of depreciation | - | 3,675
| Adjustments to tax charge in respect of prior periods | 4,970 | 45,816
| Timing differences not recognised in the computation | 59,607 | 7,028
| Adjustments to tax charge in respect of previous periods - deferred tax | - | 7
| Deferred tax on derivatives - through other comprehensive income | (59,607) | (7,027)
| Total tax charge for the year | 133,498 | 111,510
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
10. | Dividends
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Dividends paid | 200,000 | -
| Distribution in specie | 893,820 | -
| During the year, the Company declared a distribution in specie of a freehold property to its immediate parent undertaking. The property had a carrying value of £893,820 at the date of distribution.
Page 19
COLE FABRICS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
11. | Tangible fixed assets
|  | Freehold land & property | Plant and machinery | Motor vehicles | Fixtures and fittings | Total
|  | £ | £ | £ | £ | £
| Cost |  |  |  |  |
| At 1 February 2025 | 1,215,000 | 2,749,775 | 71,068 | 531,732 | 4,567,575
| Disposals | (1,215,000) | - | - | - | (1,215,000)
| At 31 January 2026 | - | 2,749,775 | 71,068 | 531,732 | 3,352,575
| Depreciation |  |  |  |  |
| At 1 February 2025 | 321,180 | 2,242,176 | 29,303 | 489,472 | 3,082,131
| Charge for the year | - | 126,908 | 10,432 | 19,149 | 156,489
| Disposals | (321,180) | - | - | - | (321,180)
| At 31 January 2026 | - | 2,369,084 | 39,735 | 508,621 | 2,917,440
| Net book value |  |  |  |  |
| At 31 January 2026 | - | 380,691 | 31,333 | 23,111 | 435,135
| At 31 January 2025 | 893,820 | 507,599 | 41,765 | 42,260 | 1,485,444
| During the year, the Company transferred the freehold property to its immediate parent undertaking by way of a distribution in specie.
Page 20
COLE FABRICS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
12. | Fixed asset investments
|  | Investments in subsidiary companies | Investments in joint ventures | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 February 2025 | 1,297,692 | 2,857 | 1,300,549
| At 31 January 2026 | 1,297,692 | 2,857 | 1,300,549
| Impairment |  |  |
| At 1 February 2025 | 1,291,152 | - | 1,291,152
| At 31 January 2026 | 1,291,152 | - | 1,291,152
| Net book value |  |  |
| At 31 January 2026 | 6,540 | 2,857 | 9,397
| At 31 January 2025 | 6,540 | 2,857 | 9,397
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| Corotec Limited | Ordinary | 100%
| Global Ribbons Limited | Ordinary | 100%
| Signature Ribbon Company Limited | Ordinary | 100%
| Ribbon World Limited | Ordinary | 100%
| All subsidiaries share the same registered office as Cole Fabrics Plc.
| Joint venture
| The following was a joint venture of the Company:
| Name | Registered office | Class of shares | Holding
| Global Ribbons Italia S.r.l. | Bastioni di Porta Nuova 21, Milano, 20121 | Ordinary | 50%
Page 21
COLE FABRICS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
13. | Stocks
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Raw materials and consumables | 17,911 | 15,989
| Work in progress (goods to be sold) | 135,512 | 357,122
| Finished goods and goods for resale | 1,404,976 | 1,195,329
|  | 1,558,399 | 1,568,440
| The difference between purchase price or production cost of stocks and their replacement cost is not material. An impairment loss of £214,528 (2025: £238,482) was recognised in cost of sales against stock during the period due to slow-moving and obsolete stock.
14. | Debtors
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Trade debtors | 1,757,763 | 1,704,172
| Amounts owed by group undertakings | 12,711 | 72,365
| Amounts owed by joint ventures and associated undertakings | 76,815 | 208,606
| Other debtors | 2,594 | 17,446
| Prepayments and accrued income | 84,823 | 24,220
| Financial instruments | 299,398 | 60,971
|  | 2,234,104 | 2,087,780
| Amounts owed by group undertakings are unsecured, bear no interest and are repayable on demand.
15. | Cash and cash equivalents
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Cash at bank and in hand | 3,880,257 | 3,001,918
Page 22
COLE FABRICS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
16. | Creditors: Amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Trade creditors | 546,365 | 427,644
| Amounts owed to group undertakings | 6,538 | 6,538
| Corporation tax | 166,906 | 78,935
| Other taxation and social security | 120,162 | 82,002
| Other creditors | - | 51,139
| Accruals and deferred income | 470,380 | 306,485
|  | 1,310,351 | 952,743
| Amounts owed to group undertakings are unsecured, bear no interest and are repayable on demand.
17. | Financial instruments
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Financial assets |  |
| Financial instruments measured at fair value through other comprehensive income | 299,398 | 60,971
| Financial assets that are debt instruments measured at amortised cost | 1,849,883 | 2,002,589
|  | 2,149,281 | 2,063,560
| Financial liabilities |  |
| Financial liabilities measured at amortised cost | (1,223,349) | (791,806)
| Financial assets and liabilities measured at fair value through other comprehensive income comprise derivative financial instruments in the form of forward contracts designated as hedges of variable exchange rate. The Company enters into forward foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. As at 31 January 2026, the outstanding contracts all mature within 8 months (2025: 4 months). The Company is committed to buy £444,015 (2025:£NIL) and US$4,153,916 (2025: US$1,116,733) and pay a fixed Euro amount €4,000,000 (2025: €1,000,000). The forward currency contracts are measured at fair value, which is determined using valuation techniques that utilise observable's inputs.
| Financial assets measured at amortised cost comprise trade debtors, amounts owed by joint ventures and associated undertakings, amounts owed by group undertakings and other debtors.
| Financial liabilities measured at amortised cost comprise trade creditors, other creditors, accruals and deferred income and amounts owed to group undertakings.
Page 23
COLE FABRICS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
18. | Deferred taxation
|  | 2026
|  | £
| At beginning of year | (150,360)
| Charged to profit or loss | 78,447
| Charged to other comprehensive income | (59,607)
| At end of year | (131,520)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Accelerated capital allowances | (92,687) | (135,117)
| Deferred tax on forward contracts through OCI | (38,833) | (15,243)
|  | (131,520) | (150,360)
19. | Provisions
|  | Dilapidationprovision | Demolition provision | Total
|  | £ | £ | £
| Charged to profit or loss | 56,000 | 144,066 | 200,066
| At 31 January 2026 | 56,000 | 144,066 | 200,066
| The dilapidation provision represents obligations in respect of the estimated value of damage to a leased property, based on management's best estimate. The demolition provision represents the cost of the demolition of a property, which was committed to at the year-end with a contractor.
20. | Share capital
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 517,560 (2025 - 517,560) Ordinary shares of £1.00 each | 517,560 | 517,560
Page 24
COLE FABRICS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
21. | Reserves
Share premium account This reserve records the amount above the nominal value received for shares sold, less transaction costs. Revaluation reserve This reserve is used to record increases in fair value of land and buildings. Capital redemption reserve This reserve records the nominal value of shares repurchased by the company. Other reserves Fair value reserve Includes movements in fair values on derivative financial instruments identified as designated and effective hedges. This is a non-distributable reserve impacting Other Comprehensive Income. Profit and loss account Includes all current and prior period retained profits and losses.
22. | Capital commitments
| At 31 January 2026 the Company had capital commitments as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Contracted for but not provided in these financial statements | 125,276 | -
23. | Pension commitments
The Company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Company to the scheme and amounted to £252,839 (2025: £208,248). There were no outstanding or prepaid contributions at either the beginning or end of the financial year. Page 25
COLE FABRICS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
24. | Commitments under operating leases
| At 31 January 2026 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Not later than 1 year | 74,418 | 78,035
| Later than 1 year and not later than 5 years | 18,515 | 93,655
|  | 92,933 | 171,690
25. | Related party transactions
| Joint Venture Sales to the joint venture totalled £949,149 (2025: £1,070,560). Monthly fees charged totalled £27,835 (2025: £27,226) and commissions payable totalled £1,600 (2025: £4,473). Amounts due from the joint venture as at 31 January 2026 totalled £76,815 (2025: £208,606). The Company has taken advantage of the exemption under FRS 102 Section 33.1A Related Party Disclosures from disclosing transactions with other wholly-owned members of the Group. The Company has taken advantage of the exemption under FRS 102 Section 1.12 Reduced Disclosures For Subsidiaries from disclosing key management personnel compensation in total.
26. | Controlling party
The Cole Fabrics Group Plc is the ultimate parent company and that entity is controlled by the directors.
Page 26