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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOHN MILLS LIMITED
COMPANY INFORMATION
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JOHN MILLS LIMITED
CONTENTS
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JOHN MILLS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the strategic report and financial statements for the year ended 31 December 2025.
The principal activity of the company during the year was the distribution of consumer products through UK and Ireland retail, international distribution partners and direct-to-consumer channels, principally under the JML brand.
Following the actions taken in 2024 and continuing in 2025 to reduce pricing on product, lower employee costs and non-payroll overheads, John Mills Limited (“JML”) returned to profit during 2025. Revenue increased by 5.7% to £45.67m (2024: £43.19m), while gross profit margin improved further, from 66.5% to 67.9%. The company recorded an operating profit of £2.16m for the year (2024: operating loss of £0.26m) and a profit before tax of £1.84m (2024: loss before tax of £0.72m).
The company continued to prioritise investment in its core UK channels and in new product development, ensuring the business maintains a robust customer and product pipeline. Having delivered a significant improvement in trading performance, the directors are optimistic that the company is well placed to build on this progress and continue to grow revenues and profitability.
The directors consider the principal risks and uncertainties facing the company, and the ways in which they are managed, to be as follows:
• Customer reliance - a proportion of revenue is derived from a limited number of major customers, principally supermarkets and pharmacy retailers. This is managed by broadening the customer base and channel mix, in particular by developing the direct-to-consumer channel. • Foreign exchange - a proportion of purchasing is denominated in foreign currency. Exposure is managed through pricing, supplier sourcing and sales-mix decisions, together with the partial natural hedge provided by international sales. • People - the loss of key personnel is a risk, managed through succession planning and retention measures, supported by a strong track record of staff retention. • Credit and liquidity - the company is exposed to credit risk on trade receivables and to liquidity risk in funding working capital. These are managed through established credit-control procedures (including credit checks, approved credit limits and retention-of-title terms), regular cash-flow forecasting, and maintaining appropriate committed facilities.
JML commits substantial resources to new product development and to the production of video content to promote its products. The company is adequately financed through a range of facilities, the largest of which funds stock and debtors via Shawbrook Bank.
Employee engagement initiatives include staff training, wellbeing programmes, social and charity events, and regular communication. Having returned to profit with a strong team in place, the directors believe the company is well positioned to deliver continued improvement in profitability in 2026.
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JOHN MILLS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Gross profit margin increased from 66.5% to 67.9%. Turnover increased from £43.19m to £45.67m. Profit before tax was £1.84m (2024: loss before tax of £0.72m). Net debt reduced significantly to £0.62m at the year end (2024: £5.92m) due to tighter working capital control and trading profitability. Performance is reviewed monthly by the board, with KPIs kept under review to reflect strategic priorities.
The board of directors of John Mills Limited consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole in decisions taken during the year ended 31 December 2025.
JML maintains proactive relationships with employees, shareholders, retail partners, customers and suppliers, underpinned by open communication and transparency.
• Employees - engaged through training, wellbeing initiatives and transparent internal communication. • Shareholders - kept informed through regular quarterly updates on financial performance, strategy and key decisions. • Retail partners and customers - engaged through regular meetings, joint planning and tailored promotional strategies. • Suppliers and product partners - engaged through close collaboration on quality, cost and speed to market.
This report was approved by the board on 23 September 2026 and signed on its behalf.
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JOHN MILLS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The directors who served during the year were:
It is with deep sadness that we note the passing of our founder, John Mills, during the period. John’s pioneering vision laid the core foundations of the business and is a solid platform the business will grow from in future. There were no other changes to the active Board of Directors during the year, the management team remains stable, unified, and fully committed to driving the company forward in alignment with his legacy.
The profit for the year, after taxation, amounted to £2,349,709 (2024 - loss £719,565).
The directors did not recommend payment of a dividend in the current or prior year.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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JOHN MILLS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
During the period, Blick Rothenberg Audit LLP resigned as auditors and Ryecroft Glenton were appointed as auditors. The auditors, Ryecroft Glenton, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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JOHN MILLS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JOHN MILLS LIMITED
We have audited the financial statements of John Mills Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In 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.
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JOHN MILLS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JOHN MILLS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
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.
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JOHN MILLS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JOHN MILLS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• the Responsible Individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; • we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the retail sector; • we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006; UK taxation legislation, consumer and product safety legislation, ASA Advertising Codes, intellectual property laws and UK GDPR requirements • we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence made available to us; and • we ensured that the identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: • making enquiries of management as to where they considered there was susceptibility to fraud and their knowledge of actual, suspected and alleged fraud; and • considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: • performed analytical procedures to identify any unusual or unexpected relationships; • tested journal entries to identify unusual transactions; and • assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: • agreeing financial statement disclosures to underlying supporting documentation; • reading the minutes of meetings of those charged with governance; • enquiring of management as to actual and potential litigation and claims; • held discussions with those responsible for all health and safety compliance; and • reviewing correspondence with HMRC and the Company's legal advisors.
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JOHN MILLS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JOHN MILLS LIMITED (CONTINUED)
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
32 Portland Terrace
NE2 1QP
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JOHN MILLS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOHN MILLS LIMITED
REGISTERED NUMBER: 02021685
BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 33 form part of these financial statements.
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JOHN MILLS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
John Mills Limited distributes consumer products via international partners, direct-to-consumer, online and through television home shopping.
The Company is a private company limited by shares and incorporated in England and Wales. The address of its registered office and principal place of business is Chiswick Green, 610 Chiswick High Road, London, W4 5RU.
2.Accounting policies
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 management to exercise judgment in applying the Company's accounting policies (see note 3).
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 following principal accounting policies have been applied:
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group bya parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of JML Holdco Ltd as at 31 December 2025 and these financial statements may be obtained from Companies House.
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilites as they fall due for the forseeable future, being a period of atleast twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Functional and presentation currency
Transactions and balances
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if any only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
An entity is treated as a joint venture where the company is a party to a contractual agreement with one or more parties from outside the company to undertake an economic activity that is subject to joint control.
An entity is treated as an associated undertaking where the company exercises significant influence in that it has the power to participate in the operating and financial policy decisions. Associates and Joint Ventures are held at cost less impairment.
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.
Impairment of financial assets
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Ordinary shares are classified as equity.
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. Critical judgements The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. Impairment of trade debtors The company reviews trade debtor balances for impairment and this is performed on a regular basis. Those balances which are considered to be recoverable remain in debtors and those which are not, are impaired and the impairment loss is recorded in the profit and loss. In making this judgement, the company evaluates, among other factors, the duration and the financial health of and short-term business outlook for the trade debtors, including factors such as industry and sector performance. The accounting policy of trade debtors is described in note 2.19. At the year end the carrying amount of trade debtors is stated in note 17.
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Judgments in applying accounting policies (continued)
Stock is valued at the lower of cost and net realisable value. Net realisable value includes, where neccessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the promotional, competitive and economic environment and inventory loss trends. The accounting policy of stocks is described in note 2.18. At the year end the carrying amount of stocks is stated in note 16. Key sources of estimation uncertainty 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. Volume and price markdown rebates given to customers Rebates are given to customers, in accordance with customer contracts, when cumulative turnover exceeds a pre-defined level or if the customer sells on goods at a marked down price. Provision is made for these ''retro-rebates'' at the year-end. The provision is based on past rebates given and is necessarily an estimate.
Analysis of turnover by country of destination:
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
12.Taxation (continued)
The company has unutilised tax losses of £1.99m (2024: £4.18m) available to carry forward against future taxable profits.
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Capital redemption reserve
Profit and loss account
During the year, management reviewed the classification of certain expenses and balance sheet items to ensure alignment with the nature of costs and the presentation within the financial statements. As a result reclassifications have been made in the comparative period.
In the prior year, certain balances relating to goods in transit were included within other debtors. As the rights and obligations of these goods had passed to the company at the year end these balances have been reclassified to reflect the stock and the associated liability. The impact of the reclassification is as follows: - Increase in goods in transit within stock: £1,314,207 - Decrease in stock prepayments within other debtors: £888,690 - Increase in trade creditors: £425,517 In the prior year, the company's asset-backed lending facility was shown as a bank overdraft. This has been reclassified as an other loan to reflect the underlying substance of the arrangement. The net impact on cash and cash equivalents is an increase of £5,786,562 in the prior period. In addition, an amount of £169,916 previously included within other debtors due within one year has been reclassified to amounts owed by joint ventures due after more than one year. The balance relates to funds advanced to ABI, a joint venture of the company, and the revised presentation more appropriately reflects the nature and expected recovery profile of the balance. Plastic Packaging Tax of £118,080 previously included within cost of sales has been reclassified to distribution expenses to align with the current year presentation.
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JOHN MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The immediate parent undertaking is JML Holdco Ltd.
The parent undertaking of the smallest group of undertakings for which group financial statements are drawn up and of which the company is a member is JML Holdco Ltd, whose registered office is at Chiswick Green, 610 Chiswick High Road, London, W4 5RU. Copies of these group financial statements are available to the public from its registered office. Up to 6 April 2025, JML Holdco Ltd was controlled by J A D Mills (deceased), a director of the company. As at the reporting date, the control of the company and group is under review as part of the estate proceedings of the late J A D Mills. Accordingly, no ultimate controlling party has been determined.
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