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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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JML HOLDCO LTD
COMPANY INFORMATION
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JML HOLDCO LTD
CONTENTS
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JML HOLDCO LTD
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the group strategic report and consolidated financial statements for the year ended 31 December 2025.
The principal activity of the company during the year was that of a holding company for the main group trading entity John Mills Limited (“JML”) and its subsidiaries. The principal activity of the group was the distribution of consumer products through UK and Ireland retail, international partners and direct-to-consumer channels, principally under the JML brand.
Following actions taken in 2024 and continued in 2025 to reduce product pricing and lower employee and non-payroll overheads, the Group returned to profit during 2025. Revenue increased by 4.2% to £45.67m (2024: £43.84m), while gross profit margin improved further, from 65.7% to 67.9%. The Group recorded an operating profit of £2.14m for the year (2024: operating loss of £0.14m) and a profit before tax of £1.83m (2024: loss before tax of £0.6m).
The Group continued to prioritise investment in its core UK channels and in new product development, with the volume of new product launches increasing further during the year. Having delivered a significant improvement in trading performance, the directors are optimistic that the Group 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 Group, 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 Group 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 Group 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 Group is well positioned to deliver continued improvement in profitability in 2026.
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JML HOLDCO LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Gross profit margin increased from 65.7% to 67.9%. Turnover increased from £43.84m to £45.67m. Profit before tax was £1.83m (2024: loss before tax of £0.6m). Net debt reduced significantly to £0.62m at the year end (2024: £5.89m) 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 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 group for the benefit of its members as a whole in decisions taken during the year ended 31 December 2025.
Our people and stakeholder engagement 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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JML HOLDCO LTD
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 £2,336,693 (2024 - loss £596,371).
There was no ordinary dividend paid in current or prior year. The directors do not recommend payment of a final dividend.
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.
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;
∙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 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 2006. They 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.
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JML HOLDCO LTD
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 on
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JML HOLDCO LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JML HOLDCO LTD
We have audited the financial statements of JML Holdco Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 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.
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JML HOLDCO LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JML HOLDCO LTD (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 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.
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.
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JML HOLDCO LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JML HOLDCO LTD (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 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:
• 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 Group 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 Group, 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 Group'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.
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JML HOLDCO LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JML HOLDCO LTD (CONTINUED)
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 Group's legal advisors. 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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JML HOLDCO LTD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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JML HOLDCO LTD
REGISTERED NUMBER: 14236520
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
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JML HOLDCO LTD
REGISTERED NUMBER: 14236520
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 September 2026.
The notes on pages 18 to 42 form part of these financial statements.
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JML HOLDCO LTD
REGISTERED NUMBER: 14236520
COMPANY 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 18 to 42 form part of these financial statements.
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