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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.false69truetruefalsefalse2025-02-0166true 02150561 2025-02-01 2026-01-31 02150561 2024-02-01 2025-01-31 02150561 2026-01-31 02150561 2025-01-31 02150561 2024-02-01 02150561 1 2025-02-01 2026-01-31 02150561 1 2024-02-01 2025-01-31 02150561 2 2025-02-01 2026-01-31 02150561 2 2024-02-01 2025-01-31 02150561 5 2025-02-01 2026-01-31 02150561 5 2024-02-01 2025-01-31 02150561 6 2025-02-01 2026-01-31 02150561 6 2024-02-01 2025-01-31 02150561 d:CompanySecretary1 2025-02-01 2026-01-31 02150561 d:Director1 2025-02-01 2026-01-31 02150561 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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 2006They 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 auditorsPKF Smith Cooper Audit Limitedwill 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 policiesThe 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 ReportOur 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 2006Our 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