The directors present the strategic report for the year ended 30 September 2025.
Manby Holdings Limited was incorporated on 21 February 2024.
In the prior period, a group reorganisation was completed resulting in a share for share exchange, whereby the equity holders of DNC UK Limited exchanged their shareholdings in that company for shares in Manby Holdings Limited, and Manby Holdings Limited was added as a new holding company for the group.
The group’s principal activities during the year continued to be the design, development and distribution of licensed characterware and branded houseware products.
Against the challenging backdrop across the sector of retailer uncertainty and weakened consumer confidence during the year, the group delivered a strong trading performance. Through a series of targeted internal improvements, continued investment and effective execution, the company exceeded expectations, achieving sales growth and returning a profitable result for the year.
The group remains focused on its core strengths in developing and supplying licensed characterware and branded product ranges, ensuring it continues to meet the requirements of its diverse customer base, including major UK retailers, wholesalers and independent outlets.
Investment made in the prior year, together with the enhanced organisational structure, provides a strong platform for continued improvements in operational efficiency and further strengthening of the group’s competitive position. These initiatives are expected to support sustainable growth and deliver continued improvements in financial performance in the year ahead.
The business remains financially stable, with adequate resources to continue trading and invest in future development. While wider market conditions remain challenging, the directors are confident that the group is well positioned to navigate these challenges and deliver improved performance in the years ahead.
The currency markets continued to be volatile throughout the year in question. By continuing to have the discipline to trade within our agreed limits, and, by hedging our main currency exposures with forward contracts with our principal banker, we have managed these risks well. The business has risk management processes that seek to identify, asses and manage financial risk. The following risks have been identified:
Liquidity risk
The group manages its cash borrowing requirements in order to minimise net interest expense, whilst ensuring that the group has sufficient liquid resources to meet the operating needs of the business.
Interest rate risk
The group borrows against a fixed interest rate. The group believes this is the most prudent basis in the current environment.
Foreign currency risk
The group's principal foreign currency exposures arise from the purchase of goods from overseas companies denominated in foreign currency. Forward currency contracts are used to offset the resulting exposure from known foreign currency liabilities.
Credit risk
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring for both time and credit limits. Provision for doubtful debts is made as necessary.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 September 2025.
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The financial risk management objectives and the exposure to risks are discussed within the Strategic Report on page 1 in accordance with s414C (11).
The future development of the group is discussed within the Strategic Report on page 1 in accordance with s414C (11).
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Manby Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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).
Basis for opinion
Conclusions relating to going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
through discussions with the directors and other management, we identified the laws and regulations applicable to the group and the parent company; and
focusing on the specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group and the parent company, we assessed the extent of compliance with those laws and regulations identified above through making enquiries of management and inspecting relevant correspondence.
We assessed the susceptibility of the group and the parent 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, their knowledge of actual, suspected and alleged fraud;
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;
assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 2 were indicative of potential bias;
investigated the rationale behind significant or unusual bank transactions.
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.
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 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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £3,825 (2024 - £0 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Manby Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 51 Princes Road, Weybridge, Surrey, KT13 9BN.
The group consists of Manby Holdings Limited and all of its subsidiaries.
The group financial statements for the prior period are presented for the 15 months ended 30 September 2024. The comparative amounts presented are therefore not entirely comparable. The accounting reporting date has been changed in order to most appropriately align with the nature of the business as determined by the directors.
These financial statements have been prepared in accordance with 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 the revaluation of freehold properties and to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Manby Holdings Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 30 September 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
In the prior period, a group reorganisation was completed resulting in a share for share exchange, whereby the equity holders of DNC UK Limited exchanged their shareholdings in that company for shares in Manby Holdings Limited, and Manby Holdings Limited was added as a new holding company for the group. The ultimate equity holders remained the same, and the rights of the holders, relative to each other, remained unchanged. In accordance with FRS102 and applicable company law, this transaction has been accounted for under the merger accounting method. The figures for the current and prior periods include the annual results of the subsidiary entities as if the group headed by Manby Holdings Limited had always existed.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Based on a strong order book from existing and new product lines and customers, the directors have financial forecasts indicating that the group has sufficient resources to meet its obligations as they fall due for the foreseeable future.
As such, the directors have a reasonable expectation that the group will continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the directors' report and financial statements.
Turnover represents amounts receivable for goods net of VAT and trade discounts. Revenue is recognised when the rights and responsibilities of ownership have been transferred.
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.
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 recognised in the profit and loss account.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group 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 is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies that are classified as debt, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
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. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’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.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss 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.
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 profit or loss.
Provisions
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.
Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
Hedge accounting
The group designates certain hedging instruments, including derivatives, embedded derivatives and non-derivatives, as cash flow hedges.
At the inception of the hedge relationship, the group documents the relationship between the hedging instrument and the hedged item along with risk management objectives and strategy for undertaking various hedge transactions. At the inception of the hedge and on an ongoing basis, the group documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item.
Cash flow hedges
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income.
The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, and is included in the 'other gains and losses' line in this item.
Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item is recognised in the profit or loss in the same line as of the income statement as the recognised hedged item. However when the forecast transaction that is hedged results in the recognition of a non-financial asset or liability, the gains and losses previously accumulated in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability concerned.
In the application of the group’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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
A stock provision for slow moving stock is included in order to provide for slow moving items in line with group policy and is based upon estimated future usage of individual stock lines. The use of this estimation will have an impact on the gross profit of the group.
The group enters into foreign exchange forward contracts to manage its exposure to currency movements. Further details of derivative financial instruments are disclosed in the notes to the financial statements.
Turnover is derived from the group's principal activity. The directors believe that the disclosure of turnover by geographical location would be prejudicial to the interests of the group.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
As total directors' remuneration was less than £200,000 in the prior period, no disclosure is provided for that period.
The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
The group has estimated tax losses of £1.7m (2024: £2.1m) available for carry forward against future trading profits.
The freehold property was last revalued at £1,250,000 in 2015 which the directors elected to apply as its deemed cost on transition to FRS 102.
On the historical cost basis the net book value of freehold land and buildings carried at valuation would be £514,647 (2024 : £532,702), with accumulated depreciation of £388,137 (2024 : £370,082).
Details of the company's subsidiaries at 30 September 2025 are as follows:
Hedging arrangements
To hedge the potential volatility in future cash flows arising from movements in foreign exchange rates, the group entered into forward contracts in 2025 with a nominal value of £3,706,606 (2024: £1,349,951). The derivatives are accounted for as a hedge of foreign exchange rate risk, in accordance with FRS 102 and had a fair value of £21,223 (2024: £22,352 liability) as at the year-end date. The cash flows arising from the forward contracts will continue until their maturity in 2025/26, coincidental with the purchases made in USD within the next financial year. The profit or loss will be recognised at this point. The change in fair value in the year was a increase of £1,129 (2024: decrease of £136,377) with the entire charge being recognised in other comprehensive income as the contracts were effective hedges.
The banking facilities are secured by way of a fixed and floating charge over the assets and book debts of DNC UK Limited.
The invoice discounting commercial finance facility is secured by way of a debenture over the trade debtors due to DNC UK Limited.
DNC UK Limited has a guarantee in favour of HMRC for £140,000.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The revaluation reserve represents the gain or loss on the revaluation of freehold property.
The hedging reserve represents the portion of the gain or loss on the hedging instrument that is determined to be an effective hedge for derivatives that are designated and qualify as cash flow hedges.
The other reserve represents existing balances on share premium accounts and capital redemption reserves of subsidiary undertakings at the date of the group reorganisation, accounted for in accordance with the merger accounting method.
Profit and loss reserves
Profit and loss reserves represent the retained earnings of the group.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
At the balance sheet date in the prior year, a director owed £24,421. The loan was repaid in full during the year and no amount was outstanding at the balance sheet date.
During the year, the group reviewed its policy in relation to the allocation of expenses under FRS 102. The review concluded that carriage outwards to customers is considered to be a direct cost of sale. In prior years, carriage outwards was allocated to distribution costs. This treatment was merely a reallocation of expenses within the profit and loss account.
The correction has been applied retrospectively, with comparative figures restated accordingly. There is no impact on operating profit.
The impact of the restatement is summarised below: