DEAR FRANCES LIMITED


Directors	O'CONNOR, Jane Frances
	O'CONNOR, Scott
	RAZON, Katrina


Registered Address	First Floor, 10-11 Lower John Street
	London
	W1F 9EB


Registered Number	08785438 (England and Wales)

Balance Sheet as at
31 December 2025

	Notes	2025		2024
		£	£	£	£
Fixed assets
Intangible assets	3		27,778		53,435
Tangible assets	4		143,182		198,458
Investments	5		171		171
			171,131		252,064
Current assets
Stocks	6	474,182		713,278
Debtors	7,8	3,575,435		3,061,339
Cash at bank and on hand		472,673		60,195
		4,522,290		3,834,812
Creditors amounts falling due within one year	9	(656,606)		(952,348)
Net current assets (liabilities)			3,865,684		2,882,464
Total assets less current liabilities			4,036,815		3,134,528
Creditors amounts falling due after one year	10		(503,979)		(12,500)
Net assets			3,532,836		3,122,028
Capital and reserves
Called up share capital			181		181
Share premium			5,610,976		5,610,976
Other reserves			1,027,087		354,604
Profit and loss account			(3,105,408)		(2,843,733)
Shareholders' funds			3,532,836		3,122,028

The company was entitled to exemption from audit for this reporting period under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The directors have chosen to not file a copy of the company’s profit and loss account under section 444 (5A) Companies Act 2006.

The financial statements were approved and authorised for issue by the Board of Directors on 20 July 2026, and are signed on its behalf by:

O'CONNOR, Scott
Director
Registered Company No. 08785438

DEAR FRANCES LIMITED

Notes to the Financial Statements
for the year ended 31 December 2025

1.	Accounting policies

	Statutory information
	The company is a private company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

	Statement of compliance
	The financial statements have been prepared in compliance with FRS 102 Section 1A as it applies to the financial statements for the period and there were no material departures from the reporting standard.

	Functional and presentation currency
	The financial statements are presented in sterling and this is the functional currency of the company.

	Going concern
	The financial statements have been prepared on the going concern basis. In reaching this conclusion, the directors have considered the company's financial position, trading performance, and future prospects. On the basis of their review, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the going concern basis of accounting continues to be appropriate.

Going concern

The financial statements have been prepared on the going concern basis. In reaching this conclusion, the directors have considered the company's financial position, trading performance, and future prospects.

On the basis of their review, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the going concern basis of accounting continues to be appropriate.

	Revenue from sale of goods
	Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

Revenue from sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

	Employee benefits
	Contributions to defined contribution plans are expensed in the period to which they relate.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

Foreign currency translation

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

	Intangible assets
	Intangible fixed assets are stated at cost or valuation less amortisation. Amortisation is provided on all intangible fixed assets on a straight line basis, spread over their useful lives (5 years).

	Tangible fixed assets and depreciation
	Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided on all tangible fixed assets as follows:


		Straight line (years)
	Plant and machinery	3
	Office Equipment	3

	Investments
	Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value where the difference between cost and fair value is material. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.

Investments

Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value where the difference between cost and fair value is material. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.

	Stocks and work in progress
	Inventories are valued at the lower of cost and estimated selling price (less any associated costs to enable such sales to complete).

2.	Average number of employees


		2025		2024
	Average number of employees during the year	9		8

3.	Intangible assets

	Other	Total
	£	£
Cost or valuation
At 01 January 25	145,574	145,574
At 31 December 25	145,574	145,574
Amortisation and impairment
At 01 January 25	92,139	92,139
Charge for year	25,657	25,657
At 31 December 25	117,796	117,796
Net book value
At 31 December 25	27,778	27,778
At 31 December 24	53,435	53,435

4.	Tangible fixed assets

	Plant & machinery	Office Equipment	Total
	£	£	£
Cost or valuation
At 01 January 25	535,583	86,388	621,971
Additions	60,056	-	60,056
At 31 December 25	595,639	86,388	682,027
Depreciation and impairment
At 01 January 25	347,375	76,138	423,513
Charge for year	109,142	6,190	115,332
At 31 December 25	456,517	82,328	538,845
Net book value
At 31 December 25	139,122	4,060	143,182
At 31 December 24	188,208	10,250	198,458

5.	Fixed asset investments

	Investments in groups¹	Total
	£	£
Cost or valuation
At 01 January 25	171	171
At 31 December 25	171	171
Net book value
At 31 December 25	171	171
At 31 December 24	171	171

	Notes
	¹Investments in group undertakings and participating interests

6.	Stocks

	2025	2024
	£	£
Finished goods	459,862	713,278
Other stocks	14,320	-
Total	474,182	713,278

7.	Debtors: amounts due within one year

	2025	2024
	£	£
Trade debtors / trade receivables	61,907	147,391
Amounts owed by group undertakings	3,483,165	2,859,320
Other debtors	9,959	7,889
Prepayments and accrued income	20,404	29,139
Total	3,575,435	3,043,739


	Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.

Short term debtors are measured at transaction price (which is usually the invoice price), less any
impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised
at transaction price including any transaction costs and subsequently measured at amortised cost
determined using the effective interest method, less any impairment losses for bad and doubtful debts.

8.	Debtors: amounts due after one year

	2025	2024
	£	£
Other debtors	-	17,600
Total	-	17,600

9.	Creditors: amounts due within one year

	2025	2024
	£	£
Trade creditors / trade payables	413,466	594,513
Bank borrowings and overdrafts	136,264	257,229
Taxation and social security	47,262	23,944
Other creditors	22,188	48,334
Accrued liabilities and deferred income	37,426	28,328
Total	656,606	952,348


	Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

10.	Creditors: amounts due after one year

	2025	2024
	£	£
Bank borrowings and overdrafts	2,500	12,500
Other creditors	501,479	-
Total	503,979	12,500

11.	Related party transactions
	The company has transactions with its wholly-owned subsidiaries in the United States and the Netherlands. Transactions during the year consisted of charges for cost of sales recharges, brand royalties, management fees and shared services. The balances outstanding at the year-end are as follows: Intercompany Loan - US: £2,684,069; 2024: £2,055,860 Intercompany Loan - EU: £799,096; 2024: £803,461 The above balances are unsecured, interest-free and repayable on demand. Accordingly, both intercompany loan accounts are classified as short-term debtors in the statement of financial position. The company also received a £650,000 (2024: £350,000) convertible loan note from KSR Ventures Incorporated, a significant shareholder. The loan bears interest at 3% per annum. The company also received a £500,000 unsecured term loan from KSR Ventures Incorporated during the year. The loan was drawn down on 10 December 2025, bears interest at 5% per annum compounded annually, and is repayable in full together with accrued interest on 10 December 2028. The balance outstanding at the year end, including accrued interest, was £501,479 (2024: £nil). This balance is included within creditors falling due after more than one year. The director's Scott & Jane received a total of £22,500 in relation to a licence-to-occupy agreement for business use of a home office within their personal property.

11.

Related party transactions

The company has transactions with its wholly-owned subsidiaries in the United States and the Netherlands. Transactions during the year consisted of charges for cost of sales recharges, brand royalties, management fees and shared services.

The balances outstanding at the year-end are as follows:

Intercompany Loan - US: £2,684,069; 2024: £2,055,860
Intercompany Loan - EU: £799,096; 2024: £803,461

The above balances are unsecured, interest-free and repayable on demand. Accordingly, both intercompany loan accounts are classified as short-term debtors in the statement of financial position.

The company also received a £650,000 (2024: £350,000) convertible loan note from KSR Ventures Incorporated, a significant shareholder. The loan bears interest at 3% per annum.

The company also received a £500,000 unsecured term loan from KSR Ventures Incorporated during the year. The loan was drawn down on 10 December 2025, bears interest at 5% per annum compounded annually, and is repayable in full together with accrued interest on 10 December 2028. The balance outstanding at the year end, including accrued interest, was £501,479 (2024: £nil). This balance is included within creditors falling due after more than one year.

The director's Scott & Jane received a total of £22,500 in relation to a licence-to-occupy agreement for business use of a home office within their personal property.

12.	Controlling party
	In the opinion of the directors, there is no single ultimate controlling party. Control is exercised jointly by the shareholders, Scott O’Connor and Jane O’Connor, who have agreed to act together in relation to their shareholdings.