The directors present the strategic report for the year ended 31 March 2026.

The company's principal activities continue to be that of the sale of household and outdoor living goods.

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.

As for many businesses of our size, the business environment in which we operate continues to be challenging. However we have out performed the market. In light of the challenging business environment, economic factors and competitive nature of the industry, we consider the company’s results for the year and its financial position at the year end to be a major success and believe that the company is well placed to react quickly to any changes in trading conditions and to take advantage of any business opportunities that may arise.

During the year ended 31 March 2026 the business has faced ongoing challenges from rising costs of employment to the loss of Homebase as a key customer. With both economic and political uncertainty causing a significant number of customers to reduce stock holding and reduced market size which has had a major impact to the business. This was more than offset by our online business which achieved major success as a result of change in financial strategy with investment in stock and ensuring timely arrival of stock at the start of each season . In addition we achieved further success in taking on additional customers and securing instore presence. These factors have resulted in turnover increasing from £23m to £25.4m.This has inevitably impacted the operating profit of the business, which increased from £248k in the year to 31 March 2025 to £1,133k for the year to 31 March 2026. A summary of further items impacting operating profit can be found in note 6 to the financial statements.

As part of the new 5 year strategy the directors continue to focus on its implementation and long term objectives. As part of that strategy, we have increased stock levels at the start of the season and this has already shown positive improvements in the year and with further investment in this area and in marketing has already provided positive improvement in quarter 1 of 26/27. Turnover is ahead of the 2026 year at the same point by over £1.5m.

The level of Gross margin has shown positive signs of improve with an increase in overall GM% from 23.3% to 26.5% mainly as a result of lower freight costs and the impact of FX rates on imported goods during the year.

The company continued to meet its Bank Covenants throughout the year ended 31 March 2026 and for Q1 2027 and expects this to continue.

The risks facing the business are monitored constantly by the directors. The directors’ believe that the principal risks facing the business relate to the wider economic conditions (e.g. Oil prices) and ongoing political uncertainty with further risk of rising taxes/ costs that will impact the business through sales and gross margin with foreign exchange, freight rates and UK gross domestic product being the key factors being monitored.

Credit risk is closely monitored with regular reviews and all major customers now being monitored by a credit agency.

As part of the Directors’ 5-year plan we are looking to develop new products, markets, improved utilisation of buildings and investing in new equipment going forward.

We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company as a whole, being turnover and gross profit margin.

            2026        2025 (restated)

Sales            £25,443,541    £23,046,706    

Gross Profit %        26.5%        23.3%        

Operating Profit        £1,133,072    £247,846        

Profit before Tax        £998,060    £239,821        

Shareholders Funds    £6,245,067    £5,505,055

Average Employees    133        133

On behalf of the board

The directors present their report and financial statements for the year ended 31 March 2026.

The company's principal activities continue to be that of the sale of household and outdoor living goods.

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

• make judgements 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

We have audited the financial statements of Charles Bentley & Son Limited (the 'company') for the year ended 31 March 2026 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 March 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 Auditor's 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 UK, including the FRC’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 auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our 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.

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.

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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.

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 auditor's 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.

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. However, responsibility for the prevention and detection of fraud ultimately rests with both those charged with governance and management of the company.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

• obtaining an understanding of the legal and regulatory framework applicable to the company by considering the nature of the industry in which the company operates and enquiring of management; and

• identifying the key laws and regulations considered to have a direct impact on the financial statements including the UK Companies Act 2006, UK Generally Accepted Accounting Practice and UK tax legislation; and

• assessing how the company is complying with the applicable legal and regulatory framework by making further enquiries of management and observing the company's control environment regarding compliance with regulations and fraud prevention; and

• assessing the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur, by considering the effectiveness of the company’s accounting systems and controls and how these were monitored by management. Where the risk of material misstatement was considered to be higher in certain areas, further audit procedures were designed to address this increased risk; and

• discussing amongst the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud.

Our procedures to respond to risks identified included the following:

• reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and

• enquiry of company staff responsible for compliance to identify any instances of non-compliance with laws and regulations; and

• enquiry of management, those charged with governance and other relevant parties around actual and

potential litigation claims; and

• 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; and

• performing audit work over revenue recognition including substantive tests of detail on a sample of revenue

transactions; and

• communicating identified laws and regulations and potential fraud risks to all engagement team members

and assessing whether there are any indications of fraud or non-compliance with laws and regulations

throughout the audit.

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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Charles Bentley & Son Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Monarch Way, Loughborough, Leicestershire, LE11 5TP.

These financial statements have been prepared in accordance with applicable accounting standards including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

In accordance with FRS 102, the company has taken advantage of the exemptions from the disclosure requirements of:

• Section 7 'Statement of Cash Flows' - Presentation of a Statement of Cash Flow and related notes and disclosures;

• Section 11 'Basic Financial Instruments' paragraphs 11.39 to 11.48A and Section 12 'Other Financial Instruments Issues' paragraphs 12.26 to 12.29A, as the equivalent disclosures required by this FRS are included in the consolidated financial statements of the group in which the entity is consolidated;

• Section 33 'Related Party Disclosures' - Compensation for key management personnel.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rental Income

Rental income on assets leased under operating leases is recognised on a straight-line basis over the lease term and is presented within other operating income.

Government grants

Grants relating to assets are classified as deferred income and recognised in income over the expected useful life of the asset to which they relate.

Goodwill represents the excess of the cost of acquisition of businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, being 20 years, which in the opinion of the directors is the period over which the goodwill is expected to give rise to economic benefits.

Intangible assets are initially recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Intangible assets are amortised to the profit or loss on a straight line basis over their useful lives, as follows:

Tangible fixed assets are measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

The company has elected to treat mixed-use property as property, plant and equipment.

Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost of assets less their residual values over their useful lives on the following bases:

Residual value is calculated on prices prevailing at the reporting date, after estimated costs of disposal for the asset as if it were at the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is credited or charges to profit or loss.

Investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset, or the asset's cash generating unit is estimated and compared to the carrying amount in order to determine the extent of the impairment loss (if any). Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in the profit and loss account unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Provision is made for damaged, obsolete and slow-moving stock where appropriate. Cost is calculated using the weighted average cost method.

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

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Debtors and creditors with no stated interest rate and receivable or payable within one year are measured at transaction price. Any losses arising from impairment are recognised in the profit and loss account.

Investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price excluding transactions costs. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Bank loans are initially measured at transaction price and subsequently measured at amortised cost using the effective interest method.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the profit and loss account so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to the profit and loss account on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the profit and loss account .

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

In categorising leases as finance leases or operating leases, management make judgements as to whether significant risks and rewards of ownership have transferred to the company as the lessee.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Stocks are valued at the lower of cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, in which forecasts of consumer demand, the promotional, competitive and economic environment and stock loss trends.

Debtors are stated at recoverable amounts, after appropriate impairment for bad and doubtful debts. Calculation of the bad debt impairment, requires judgement from the management team, based on the creditworthiness of the debtor, the agency profile of the debtor, and the historical experience.

In classifying the investments held, management make judgements as to whether the company has significant influence over the entity's operation.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 7 (2025 - 7).

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Amortisation is included within administrative expenses.

The carrying value of land and buildings comprises:

Details of the company's subsidiaries at 31 March 2026 are as follows:

These financial statements are separate company financial statements for the year ended 31 March 2026.

The company also has significant holdings in undertakings which are not subsidiaries of the company and are not classified as joint ventures or associated undertakings.

Included within finished goods stocks above were goods on the water at the year end date totalling £1,819,440 (2025 - £1,344,169).

Included within other creditors is £2,122,864 (2025 - £2,739,440), which relates to the RBS invoice discounting facility, this is secured by fixed and floating charges over all the assets of the company.

The bank loans are secured by fixed and floating charges over the assets of the company and a legal charge over the property at Monarch Way.

A bank loan balance totalling £7,250 is repayable in April 2026 and incurs interest at 3.2% above bank base rate.

A bank loan balance totalling £1,883,109 is repayable in January 2036 and incurs interest at 5.68% for the first 36 months, followed by interest at 1.95% above bank base rate thereafter.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Contributions totalling £12,780 (2025 - £11,006) were payable to the fund at the year end and are included within creditors.

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

The company's commitment under forward exchange contracts was £42,680 (2025 - £983,329) at the balance sheet date. These are stated in the financial statements at £Nil (2025 - £Nil). There is no material difference between the fair value (value based on available market data) of these contracts and the value carried in the financial statements.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

At the reporting end date the company had contracted with tenants for the following minimum lease payments:

Amounts contracted for but not provided in the financial statements:

During the year the company paid £28,800 (2025 - £45,000) to a director for the rent of the company premises.

Creditors falling due within one year include a director's current account balance of £857,763 (2025: £519,106).

During the year rent of £207,360 (2025 - £207,360) was paid to a Pension Scheme, to which a director is the main beneficiary.

Advances or credits have been granted by the company to its directors as follows:

The immediate and ultimate parent company is Charles Bentley Properties Limited, a company registered in England and Wales. This is the smallest and largest group which prepares consolidated accounts in which the results of the company are included. The financial statements of Charles Bentley Properties Limited can be obtained from Companies House or the registered office.

CW Bentley is the ultimate controlling party of Charles Bentley Properties Limited.

The prior period adjustment relates to a restatement of the previously reported profit and loss account and balance sheet figures in relation to the understatement of investments, understatement of dividend, foreign exchange and sundry income, and overstatement of other debtors. The comparative figures have been adjusted as detailed within the below reconciliations.

A further prior year adjustment has been processed relating to internet list fees of £950,227 which were previously reported within administrative costs and have now been restated as cost of sales. Therefore there is no overall profit and loss effect.