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Registered number: 13580075










THE COLE FABRICS GROUP PLC










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

 
THE COLE FABRICS GROUP 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 M Roberts



Registered number
13580075



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





 
THE COLE FABRICS GROUP PLC
 

CONTENTS



Page
Group strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 7
Consolidated statement of comprehensive income
8
Consolidated balance sheet
9
Company balance sheet
10
Consolidated statement of changes in equity
11 - 12
Company statement of changes in equity
13 - 14
Consolidated statement of cash flows
15
Consolidated analysis of net debt
16
Notes to the financial statements
17 - 35


 
THE COLE FABRICS GROUP PLC
 

GROUP 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
 
Turnover has remained broadly unchanged during the period, which is consistent with the wider uncertainty affecting global markets. This is also reflected in gross margins, with a small increase, supported by a favourable change in product mix. Together with production efficiencies, reduced headcount and energy cost reductions, overall profitability has improved year on year. The Group has also initiated property development of the Nottingham site, a key step in enabling future growth across both UK manufacturing and the broader business. The Group’s strong financial position provides the Directors with the confidence to broaden its’ marketing activities. 

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. 

Turnover to date, in respect of the year-ended 31 January 2027, reports an increase,  supported by an embedded structure to pursue market growth. Despite higher taxation costs, disciplined financial management ensures the Group is forecast to deliver increased profitability. 

The increased profitability of the overall Group reported in the year, has facilitated an increase in declared dividends to Shareholders of £1/share. 

Dividends were voted to the Company from subsidiary undertakings as follows:
Cole Fabrics Plc:      £1,000,000
Cole Fabrics (Far East) Limited: $1,000,000

This has allowed the Company to increase its declared dividend to Shareholders at £1/share.


This report was approved by the board on 17 June 2026 and signed on its behalf.



N J R Cole
Director

Page 1

 
THE COLE FABRICS GROUP 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 Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The Parent Company is the Holding Company for the Group whose subsidiaries manufacture and supply 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 £1,000,950 (2025 - £846,767).

An ordinary dividend of £710,789 (2025: £710,789) was paid during the year.

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

 
THE COLE FABRICS GROUP PLC
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026

Financial instruments

The Group is exposed to various risks in relation to financial instruments. The Group's financial assets and liabilities by category are set out in note 18. The Group'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 Group. The exposure is monitored and managed by the use of forward foreign exchange contracts. In accordance with the Group foreign exchange policy, the Group 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 and the Group'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 and the Group'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.
 





N J R Cole
Director

Date: 17 June 2026

Page 3

 
THE COLE FABRICS GROUP PLC
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE COLE FABRICS GROUP PLC
 

Opinion


We have audited the financial statements of The Cole Fabrics Group Plc (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 January 2026, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of changes in equity, the Company statement of changes in equity, the Consolidated statement of cash flows, the Consolidated analysis of net debt, 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 Group's and of the Parent Company's affairs as at 31 January 2026 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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 Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 4

 
THE COLE FABRICS GROUP PLC
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE COLE FABRICS GROUP PLC (CONTINUED)


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.


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 Group 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 Group 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' 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 Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
THE COLE FABRICS GROUP PLC
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE COLE FABRICS GROUP 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 Group 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 Group and Parent 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

 
THE COLE FABRICS GROUP PLC
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE COLE FABRICS GROUP 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

 
THE COLE FABRICS GROUP PLC
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2026

2026
2025
Note
£
£

  

Turnover
 4 
19,116,003
19,168,529

Cost of sales
  
(11,333,563)
(11,656,005)

Gross profit
  
7,782,440
7,512,524

Administrative expenses
  
(6,376,825)
(6,474,132)

Operating profit
 5 
1,405,615
1,038,392

Interest receivable and similar income
 9 
110,009
102,899

Profit before taxation
  
1,515,624
1,141,291

Tax on profit
 10 
(514,674)
(294,524)

Profit for the financial year
  
1,000,950
846,767

  

Gains/(losses) on cash flow hedges
  
238,426
28,110

Deferred tax relating to components of other comprehensive income
 19 
(59,606)
(7,027)

Foreign exchange reserve movements
  
(266,429)
74,226

Other comprehensive income net of tax
  
(87,609)
95,309

Total comprehensive income for the year
  
(87,609)
95,309

Profit for the year attributable to:
  

Owners of the parent Company
  
1,000,950
846,767

  
1,000,950
846,767

There were no recognised gains and losses for 2026 or 2025 other than those included in the consolidated statement of comprehensive income.

The notes on pages 17 to 35 form part of these financial statements.

Page 8

 
THE COLE FABRICS GROUP PLC
REGISTERED NUMBER: 13580075

CONSOLIDATED BALANCE SHEET
AS AT 31 JANUARY 2026

2026
2025
Note
£
£

Fixed assets
  

Tangible assets
 12 
1,329,060
1,485,749

Investments
 13 
121,712
121,712

  
1,450,772
1,607,461

Current assets
  

Stocks
 14 
1,586,222
1,617,211

Debtors: amounts falling due within one year
 15 
3,525,549
3,942,564

Cash at bank and in hand
 16 
8,089,934
6,833,301

  
13,201,705
12,393,076

Creditors: amounts falling due within one year
 17 
(2,126,736)
(2,048,690)

Net current assets
  
 
 
11,074,969
 
 
10,344,386

Total assets less current liabilities
  
12,525,741
11,951,847

Provisions for liabilities
  

Deferred taxation
 19 
(321,636)
(150,360)

Other provisions
 20 
(200,066)
-

  
 
 
(521,702)
 
 
(150,360)

Net assets
  
12,004,039
11,801,487


Capital and reserves
  

Called up share capital 
 21 
789,765
789,765

Foreign exchange reserve
 22 
(141,060)
125,369

Fair value reserve
 22 
224,549
45,729

Merger relief reserve
 22 
9,186,533
9,186,533

Profit and loss account
 22 
1,944,252
1,654,091

  
12,004,039
11,801,487


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 June 2026.




N J R Cole
Director

The notes on pages 17 to 35 form part of these financial statements.

Page 9

 
THE COLE FABRICS GROUP PLC
REGISTERED NUMBER: 13580075

COMPANY BALANCE SHEET
AS AT 31 JANUARY 2026

2026
2025
Note
£
£

Fixed assets
  

Tangible assets
 12 
2,210,000
-

Investments
 13 
919,703
919,703

  
3,129,703
919,703

Current assets
  

Debtors: amounts falling due within one year
 15 
12,910
9,903

Cash at bank and in hand
 16 
2,025,228
1,749,692

  
2,038,138
1,759,595

Creditors: amounts falling due within one year
 17 
(23,359)
(23,048)

Net current assets
  
 
 
2,014,779
 
 
1,736,547

Total assets less current liabilities
  
5,144,482
2,656,250

  

Provisions for liabilities
  

Deferred taxation
 19 
(190,116)
-

  
 
 
(190,116)
 
 
-

Net assets
  
4,954,366
2,656,250


Capital and reserves
  

Called up share capital 
 21 
789,765
789,765

Profit and loss account brought forward
  
1,866,485
1,353,973

Profit for the year
  
3,008,905
1,223,301

Other changes in the profit and loss account

  

(710,789)
(710,789)

Profit and loss account carried forward
  
4,164,601
1,866,485

  
4,954,366
2,656,250


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 June 2026.


N J R Cole
Director

The notes on pages 17 to 35 form part of these financial statements.

Page 10

 
THE COLE FABRICS GROUP PLC
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026


Called up share capital
Foreign exchange reserve
Fair value reserve
Merger relief reserve
Profit and loss account
Total equity

£
£
£
£
£
£

At 1 February 2025
789,765
125,369
45,729
9,186,533
1,654,091
11,801,487


Comprehensive income for the year

Profit for the year

-
-
-
-
1,000,950
1,000,950

Gains/(losses) on cash flow hedges
-
-
238,426
-
-
238,426

Deferred tax relating to components of other comprehensive income
-
-
(59,606)
-
-
(59,606)

Foreign exchange conversion on consolidation of overseas subsidiary
-
(266,429)
-
-
-
(266,429)


Other comprehensive income for the year
-
(266,429)
178,820
-
-
(87,609)


Total comprehensive income for the year
-
(266,429)
178,820
-
1,000,950
913,341


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
-
(710,789)
(710,789)


Total transactions with owners
-
-
-
-
(710,789)
(710,789)


At 31 January 2026
789,765
(141,060)
224,549
9,186,533
1,944,252
12,004,039


The notes on pages 17 to 35 form part of these financial statements.

Page 11

 
THE COLE FABRICS GROUP PLC
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025


Called up share capital
Foreign exchange reserve
Fair value reserve
Merger relief reserve
Profit and loss account
Total equity

£
£
£
£
£
£

At 1 February 2024
789,765
51,143
24,646
9,186,533
1,518,113
11,570,200


Comprehensive income for the year

Profit for the year

-
-
-
-
846,767
846,767

Gains/(losses) on cash flow hedges
-
-
28,110
-
-
28,110

Deferred tax relating to components of other comprehensive income
-
-
(7,027)
-
-
(7,027)

Foreign exchange conversion on consolidation of overseas subsidiary
-
74,226
-
-
-
74,226


Other comprehensive income for the year
-
74,226
21,083
-
-
95,309


Total comprehensive income for the year
-
74,226
21,083
-
846,767
942,076


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
-
(710,789)
(710,789)


Total transactions with owners
-
-
-
-
(710,789)
(710,789)


At 31 January 2025
789,765
125,369
45,729
9,186,533
1,654,091
11,801,487


The notes on pages 17 to 35 form part of these financial statements.

Page 12

 
THE COLE FABRICS GROUP PLC
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 February 2025
789,765
1,866,485
2,656,250


Comprehensive income for the year

Profit for the year
-
3,008,905
3,008,905


Contributions by and distributions to owners

Dividends: Equity capital
-
(710,789)
(710,789)


At 31 January 2026
789,765
4,164,601
4,954,366


The notes on pages 17 to 35 form part of these financial statements.

Page 13

 
THE COLE FABRICS GROUP PLC
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 February 2024
789,765
1,353,973
2,143,738


Comprehensive income for the year

Profit for the year
-
1,223,301
1,223,301


Contributions by and distributions to owners

Dividends: Equity capital
-
(710,789)
(710,789)


At 31 January 2025
789,765
1,866,485
2,656,250


The notes on pages 17 to 35 form part of these financial statements.

Page 14

 
THE COLE FABRICS GROUP PLC
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026

2026
2025
£
£

Cash flows from operating activities

Profit for the financial year
1,000,950
846,767

Adjustments for:

Depreciation of tangible assets
156,489
215,611

Loss on disposal of tangible assets
200
-

Foreign exchange reserve movements
(266,429)
74,226

Interest received
(110,009)
(102,899)

Taxation charge
514,674
294,524

Decrease in stocks
30,989
211,430

Decrease in debtors
523,651
663,375

Decrease/(increase) in amounts owed by participating ints
131,791
(154,536)

Increase/(decrease) in creditors
3,121
(655,584)

Increase in provisions
200,066
-

Corporation tax (paid)
(328,080)
(251,254)

Net cash generated from operating activities

1,857,413
1,141,660


Cash flows from investing activities

Purchase of tangible fixed assets
-
(154,991)

Interest received
110,009
102,899

Net cash from investing activities

110,009
(52,092)

Cash flows from financing activities

Dividends paid
(710,789)
(710,789)

Net cash used in financing activities
(710,789)
(710,789)

Net increase in cash and cash equivalents
1,256,633
378,779

Cash and cash equivalents at beginning of year
6,833,301
6,454,522

Cash and cash equivalents at the end of year
8,089,934
6,833,301


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
8,089,934
6,833,301


The notes on pages 17 to 35 form part of these financial statements.

Page 15

 
THE COLE FABRICS GROUP PLC
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JANUARY 2026





At 1 February 2025
Cash flows
Other non-cash changes
At 31 January 2026
£

£

£

£

Cash at bank and in hand

6,833,301

1,256,633

-

8,089,934

Foreign exchange forward contract assets/(liabilities)

60,971

-

238,427

299,398


6,894,272
1,256,633
238,427
8,389,332

The notes on pages 17 to 35 form part of these financial statements.

Page 16

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

1.


General information

The Cole Fabrics Group 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 13580075. The nature of the company's operations and principal activities are given in the Directors' Report.

The financial statements are prepared in Sterling which is the functional currency of the company.

The financial statements are rounded to the nearest £1.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the following exemptions in its individual financial statements:

• 1.12(b) - From preparing a statement of cash flows, on the basis that the qualifying entity and the consolidated     cash flows, included in these financial statements, includes the company's cash flows.
• 1.12(c) - From the financial instrument disclosures, required under FRS 102 paragraphs, 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A, as the information is provided in the consolidated financial statement disclosures.
• 1.12(e) - From disclosing the company key management personnel compensation, as required by FRS 102 paragraph 33.7. 

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Group (subsidiaries). Control is achieved where the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in total comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate using accounting policies consistent with those of the parent. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Acquisitions made by share issue, for example by share for share exchange, account for the difference between subsidiary net asset values at acquisition and nominal value of the shares issued by the Company or a subsidiary Company as a separate reserve termed the merger relief reserve. The share for share exchange was accounted for as a group reconstruction using the merger accounting method.

Page 17

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

 
2.3

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 Group is a going concern for a minimum of twelve months from the date of the approval of the financial statements.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company'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.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group has transferred the significant risks and rewards of ownership to the buyer;
- the Group 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 Group 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.

Page 18

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.9

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; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Page 19

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical 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 by management.

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.

 
2.11

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.12

Investments in associates and joint ventures

An entity is treated as an associated undertaking or joint venture where the Group exercises significant influence or joint control, respectively. Significant influence exists where the Group has the power to participate in the operating and financial policy decisions of the entity, while joint control exists where strategic financial and operating decisions require the unanimous consent of the parties sharing control. 

In the consolidated accounts, interests in associated undertakings and joint ventures are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate/joint venture. The Consolidated statement of comprehensive income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.

Any premium on acquisition is dealt with in accordance with the goodwill policy.

 
2.13

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.

Page 20

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

 
2.14

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.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

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.

 
2.17

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.

 
2.18

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 group foreign exchange policy, the group does not enter into derivatives for speculative purposes. Derivatives are stated at their fair value, being the estimated amount that the group 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.


Page 21

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

 
2.19

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.


3.


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 Group 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. 


4.


Turnover

An analysis of turnover by class of business is as follows:


2026
2025
£
£

Sales of goods
19,116,003
19,168,529


Analysis of turnover by country of destination:

2026
2025
£
£

United Kingdom
5,212,686
5,233,673

Rest of Europe
7,035,110
6,744,131

Rest of the world
6,868,207
7,190,725

19,116,003
19,168,529


Page 22

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

5.


Operating profit

The operating profit is stated after charging:

2026
2025
£
£

Depreciation of tangible fixed assets
156,489
215,611

Defined contribution pension cost
265,249
222,120

Foreign currency losses/(gains)
(67,032)
(55,125)

Other operating lease rentals - land and buildings
140,054
172,919

Other operating lease rentals - plant and machinery
15,535
6,905


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2026
2025
£
£

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements
6,900
6,500


7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2026
2025
£
£


Wages and salaries
3,487,972
3,493,997

Social security costs
420,123
338,341

Cost of defined contribution scheme
265,249
222,120

4,173,344
4,054,458


The average monthly number of employees, including the directors, during the year was as follows:


        2026
        2025
            No.
            No.







Production
33
35



Sales
10
9



Administration
32
34

75
78

The Company has no employees other than the directors, who did not receive any remuneration (2025 - £NIL)
Page 23

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

8.


Directors' remuneration

2026
2025
£
£

Directors' emoluments
900,172
813,443

Group contributions to defined contribution pension schemes
84,122
60,254

984,294
873,697


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 - £208,638).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2025 - £9,825).

The value of the Group's contributions paid to a defined benefit pension scheme in respect of the highest paid director amounted to £NIL (2025 - £9,825).


9.


Interest receivable

2026
2025
£
£


Other interest receivable
110,009
102,899


10.


Taxation


2026
2025
£
£

Corporation tax


Current tax on profits for the year
398,035
261,791

Adjustments in respect of previous periods
4,970
45,974


403,005
307,765


Total current tax
403,005
307,765

Deferred tax


Origination and reversal of timing differences
111,669
(13,241)

Total deferred tax
111,669
(13,241)


Taxation on profit on ordinary activities
514,674
294,524
Page 24

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
 
10.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
1,515,624
1,141,291


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)
378,906
285,323

Effects of:


Expenses not deductible for tax purposes
13,974
4,057

Capital allowances for year in excess of depreciation
-
3,675

Lower rate taxes on overseas earnings
(84,542)
(72,387)

Adjustments to tax charge in respect of prior periods
3,205
46,117

Difference in Mainland China tax rates
38,947
30,439

Unrecognised temporary difference of the subsidiary
-
20,623

Tax effect on the two-tiered rates
(16,023)
(16,587)

Non-taxable income
(2,014)
(2,339)

Losses carried forward
917
917

Tax concession
(291)
(151)

Other adjustments for foreign subsidiaries
(6,876)
1,929

Timing differences not recognised in computation
59,607
-

Deferred tax on derivatives - through other comprehensive income
(59,607)
(7,027)

Dividends from UK companies
(87)
(65)

Chargeable gains/(losses)
188,558
-

Total tax charge for the year
514,674
294,524


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


11.


Dividends

2026
2025
£
£


Dividends paid on Ordinary shares
710,789
710,789

710,789
710,789

Page 25

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

12.


Tangible fixed assets

Group



Freehold land and property
Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£
£



Cost 


At 1 February 2025
1,215,000
2,750,080
71,068
531,732
4,567,880


Disposals
-
(200)
-
-
(200)



At 31 January 2026

1,215,000
2,749,880
71,068
531,732
4,567,680



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



At 31 January 2026

321,180
2,369,084
39,735
508,621
3,238,620



Net book value



At 31 January 2026
893,820
380,796
31,333
23,111
1,329,060



At 31 January 2025
893,820
507,904
41,765
42,260
1,485,749

Page 26

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

           12.Tangible fixed assets (continued)


Company






Freehold property

£

Cost or valuation


Additions
2,210,000



At 31 January 2026

2,210,000



Depreciation



At 31 January 2026

-



Net book value



At 31 January 2026
2,210,000



At 31 January 2025
-

On 30 January 2026, the Company acquired a property from a subsidiary undertaking with a net book value of £893,820. This has been recognised at its fair value of £2,210,000. The fair value was determined by an independent professional qualified valuer. 

Freehold property includes land of £738,583, this will not be depreciated as it is considered to have an infinite useful life. 






Page 27

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

13.


Fixed asset investments

Group





Investments in joint ventures

£



Cost 


At 1 February 2025
121,712



At 31 January 2026
121,712




For the year ended 31 January 2026, Group recognised a profit of £NIL (2025: £NIL) from the joint venture, Global Ribbons Italia SRL. The Company received no dividends in the current or previous year.

Company





Investments in subsidiary companies

£



Cost 


At 1 February 2025
919,703



At 31 January 2026
919,703





Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Cole Fabrics Plc
Romandus House, Ludlow Hill Road, West Bridgford, Nottingham, NG2 6HF
Ordinary
100%
Cole Fabrics (Far East) Limited
Office B, 22F, Reason Group Tower, No. 403-413 Castle Peak Road, Kwai Chung, New Territories, Hong Kong
Ordinary
100%
Cole Fabrics Europe SAS
7 Chemin Des Filatiers, Sainte-Catherine, 62223
Ordinary
100%

Page 28

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Cole Fabrics (Shanghai) Co.,Ltd.
26/F., No 828-838 Cheung Yeung Road
Ordinary
100%
Corotec Limited
Romandus House, Ludlow Hill Road, West Bridgford, Nottingham, NG2 6HF
Ordinary
100%
Global Ribbons Limited
Romandus House, Ludlow Hill Road, West Bridgford, Nottingham, NG2 6HF
Ordinary
100%
Signature Ribbon Company Limited
Romandus House, Ludlow Hill Road, West Bridgford, Nottingham, NG2 6HF
Ordinary
100%
Ribbon World Limited
Romandus House, Ludlow Hill Road, West Bridgford, Nottingham, NG2 6HF
Ordinary
100%


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%

All the above subsidiaries are included in the consolidation. 

Page 29

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

14.


Stocks

Group
Group
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
1,432,799
1,244,100

1,586,222
1,617,211


The difference between purchase price or production cost of stocks and their replacement cost is not material.

The Company had no inventories as at 31 January 2026 (2025: £Nil). 

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.  

Page 30

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

15.


Debtors

Group
Group
Company
Company
2026
2025
2026
2025
£
£
£
£


Trade debtors
3,029,738
3,602,673
-
-

Amounts owed by group undertakings
-
-
6,799
4,210

Amounts owed by joint ventures and associated undertakings
76,815
208,606
-
-

Other debtors
13,034
23,852
6,111
5,693

Prepayments and accrued income
106,564
46,462
-
-

Financial instruments
299,398
60,971
-
-

3,525,549
3,942,564
12,910
9,903


Amounts owed by group undertakings are unsecured, bear no interest and are repayable on demand.


16.


Cash and cash equivalents

Group
Group
Company
Company
2026
2025
2026
2025
£
£
£
£

Cash at bank and in hand
8,089,934
6,833,301
2,025,228
1,749,692



17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2026
2025
2026
2025
£
£
£
£

Trade creditors
1,301,709
1,436,927
-
-

Corporation tax
177,865
102,940
10,959
11,348

Other taxation and social security
120,162
82,002
-
-

Other creditors
-
61,494
-
-

Accruals and deferred income
527,000
365,327
12,400
11,700

2,126,736
2,048,690
23,359
23,048


Amounts owed to group undertakings are unsecured, bear no interest and are repayable on demand.

Page 31

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

18.


Financial instruments

Group
Group
Company
Company
2026
2025
2026
2025
£
£
£
£

Financial assets

Financial assets measured at fair value through other comprehensive income
299,398
60,971
-
-

Financial assets that are debt instruments measured at amortised cost
3,119,587
3,835,131
12,910
9,903

3,418,985
3,896,102
12,910
9,903


Financial liabilities

Financial liabilities measured at amortised cost
(1,828,709)
(1,863,748)
(12,400)
(11,700)


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 Group 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 Group 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 and accruals and deferred income.


19.


Deferred taxation


Group



2026


£






At beginning of year
(150,360)


Charged to profit or loss
(111,669)


Charged to other comprehensive income
(59,607)



At end of year
(321,636)

Page 32

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
 
19.Deferred taxation (continued)





Company

£






Charged to profit or loss
(190,116)



At end of year
(190,116)

Group
Group
Company
2026
2025
2026
£
£
£

Accelerated capital allowances
(94,245)
(135,117)
(1,558)

Deferred tax on forward contracts through OCI
(38,833)
(15,243)
-

Capital gains
(188,558)
-
(188,558)

(321,636)
(150,360)
(190,116)


20.


Provisions


Group



Dilapidation provision
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.


21.


Share capital

2026
2025
£
£
Allotted, called up and fully paid



789,765 (2025 - 789,765) Ordinary shares of £1.00 each
789,765
789,765


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THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

22.


Reserves

Foreign exchange reserve

This reserve arises as a result of consolidation and specifically the differences from retranslating net asset values.

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. 

Merger relief reserve

The merger relief reserve was formed as a result of a group reconstruction. It is the difference between the net asset value of subsidiaries and the nominal value of the shares issued on acquisition or group reconstruction.

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.


23.


Capital commitments




At 31 January 2026 the Group and Company had capital commitments as follows:


Group
Group
2026
2025
£
£

Contracted for but not provided in these financial statements
125,276
-


24.


Pension commitments

The Group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the Group to the scheme and amounted to £222,120 (2024: £203,998).

There were no outstanding or prepaid contributions at end of the financial period.

Page 34

 
THE COLE FABRICS GROUP PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

25.


Commitments under operating leases

At 31 January 2026 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2026
2025
£
£

Not later than 1 year
120,359
132,622

Later than 1 year and not later than 5 years
26,351
105,772

146,710
238,394


26.


Related party transactions

Joint venture

In relation to transactions with the joint venture, sales 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).

Directors' transactions

Dividends paid to directors totalled £568,975 (2025: £568,975).

In the year a director advanced £Nil (2025: £51,775) to the group. Drawings totalled £10,335 (2025: £41,420), leaving a balance owing to the director as at 31 January 2026 of £NIL (2025: £10,355).

Key management personnel

All directors of the parent and subsidiaries who have authority and responsibility for planning, directing and controlling the activities of the group are considered to be key management personnel. Total remuneration in respect of these individuals is £984,294 (2025: £873,697).


27.


Controlling party

The Group is controlled by the directors.


Page 35