Company registration number 01100045 (England and Wales)
M.J.AINGE & CO.LIMITED, CONSOLIDATED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
M.J.AINGE & CO.LIMITED, CONSOLIDATED
COMPANY INFORMATION
Directors
Mr M J Ainge
Mrs M Ainge
Mr S M Ainge
Mr M G Cridland
Secretary
Mrs M Ainge
Company number
01100045
Registered office
15 Southern Avenue
Leominster
Herefordshire
HR6 0QF
M.J.AINGE & CO.LIMITED, CONSOLIDATED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11 - 12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 36
M.J.AINGE & CO.LIMITED, CONSOLIDATED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Review of the business

During the year under review, the parent company's principal activity continued to be the sale of equestrian products.

 

The group's turnover decreased by 3.6% to £24.4m (2024: £25.3m) with an increased profit before tax of £593k (2024: £302k).

 

The activity of the 90.48% subsidiary company in the People's Republic of China, Nevada Blanket Manufacturing (Xiamen) Co Limited, continued to be the manufacture of equestrian products. The turnover decreased to £1.02m (2024: £1.1m) resulting in a loss before tax of £12k (2024: loss of £89k).

 

The activity of the 100% subsidiary company in the US, Shires Equestrian Inc. continued to be the sale of equestrian products. The turnover for the year amounted to £4.9m (2024: £4.6m) resulting in a loss before tax of £200k (2024: loss of £104k).

 

The 100% subsidiary in the US, 36BR Realty Inc. rented premises to the US subsidiary Shires Equestrian Inc. The rental income for the year amounted to £56.7k (2024: £58k) resulting in a profit before tax of £31k (2024: £29k).

 

The activity of the 100% subsidiary company in Ireland, Shires Equestrian (Ireland) Limited. continued to be the sale of equestrian products. The turnover for the year amounted to £1.4m (2024: £1.6m) resulting in a profit before tax of £141k (2024: £91k).

 

The group owns 33.3% of Nantong Mario Lentini Garment Decoration Co Limited, a company incorporated in the People's Republic of China. The activity of Nantong Mario Lentini Garment Decoration Co Limited continued to be the manufacture of equestrian products.

 

The group continued its policy of investing funds in research and development to increase its product range and improve its product range.

 

Principal risks and uncertainties

The principal risks and uncertainties faced by the group are brought about by:

 

(a) foreign exchange risk since the majority of the group purchases are imports and the majority of these are imported in US dollars, and

(b) the global unrest affecting the supply chain.

 

The directors have taken the appropriate measures to hedge against adverse exchange rate movements, minimise the effect of Brexit and relationships with customers and suppliers within the EU remain good. The directors believe that the group is financially sound and should be able to overcome any problems. The group ensures that it complies with all regulations and legislations relating to the industry.

M.J.AINGE & CO.LIMITED, CONSOLIDATED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Key performance indicators

The group uses the following key performance indicators to assess performance:

 

 

2025

2024

 

£

£

Operating profit

708,028

126,808

 

Days

Days

Stock turn (in days)

213

214

Debtor days

37

38

Creditor days

76

77

 

On behalf of the board

Mr M J Ainge
Director
29 September 2026
M.J.AINGE & CO.LIMITED, CONSOLIDATED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company and group continued to be that of the sale of equestrian products. The group has operations in China that manufactures a portion of the group's product portfolio.

Results and dividends

The results for the year are set out on page 8.

 

The results for the year were satisfactory despite current economic trends.

 

In an effort to keep ahead of the opposition in a very competitive market, the group is continually undertaking research and development to further develop and improve products.

 

During 2024, the group purchased a warehouse in Ireland, which is owned by the subsidiary Shires Equestrian (Ireland) Limited. The purchase was funded from existing group cash resources and the warehouse was operational during the last quarter of the 2024 financial year.

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

Directors

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

Mr F P Kane
(Retired 13 November 2025)
Mr M J Ainge
Mrs M Ainge
Mr S M Ainge
Mr M G Cridland
Financial instruments

The company is exposed to foreign exchange risk since the majority of its purchases are imports and of these, the majority are denominated in US dollars.

 

The company hedges against adverse exchange rate movements by forward buying the US dollar.

 

To mitigate exposure to price risk relating to goods bought from overseas, the group employs a purchasing manager in China to enable company to obtain competitive purchase prices.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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.

M.J.AINGE & CO.LIMITED, CONSOLIDATED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

In preparing these financial statements, the directors are required to:

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.

Statement of disclosure to auditor

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 auditor of the company 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 auditor of the company is aware of that information.

On behalf of the board
Mr M J Ainge
Director
29 September 2026
M.J.AINGE & CO.LIMITED, CONSOLIDATED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF M.J.AINGE & CO.LIMITED, CONSOLIDATED
- 5 -
Opinion

We have audited the financial statements of M.J.Ainge & Co.Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 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).

In our opinion the financial statements:

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 group and parent 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 group's and 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.

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:

M.J.AINGE & CO.LIMITED, CONSOLIDATED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF M.J.AINGE & CO.LIMITED, CONSOLIDATED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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:

Responsibilities of directors

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.

Auditor's responsibilities for the audit of the financial statements

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.

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:

 

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

To address the risk of fraud through management bias and override of controls, we:

 

M.J.AINGE & CO.LIMITED, CONSOLIDATED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF M.J.AINGE & CO.LIMITED, CONSOLIDATED
- 7 -

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through conclusion.

 

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.

Colm McGrory FCA (Senior Statutory Auditor)
For and on behalf of , Statutory Auditor
Chartered Accountants
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
29 September 2026
M.J.AINGE & CO.LIMITED, CONSOLIDATED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
24,473,636
25,341,887
Cost of sales
(16,066,476)
(17,065,361)
Gross profit
8,407,160
8,276,526
Administrative expenses
(7,699,132)
(8,149,718)
Operating profit
4
708,028
126,808
Share of results of associates
(75,649)
-
Interest receivable and similar income
8
127,207
203,877
Interest payable and similar expenses
9
(37,850)
(28,631)
Fair value gains or losses on financial instruments
10
(128,783)
-
Profit before taxation
592,953
302,054
Tax on profit
11
(203,407)
(170,807)
Profit for the financial year
26
389,546
131,247
Profit for the financial year is attributable to:
- Owners of the parent company
392,746
138,680
- Non-controlling interests
(3,200)
(7,433)
389,546
131,247
M.J.AINGE & CO.LIMITED, CONSOLIDATED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
£
£
Profit for the year
389,546
131,247
Other comprehensive income
Currency translation (loss)/gain taken to retained earnings
(191,196)
25,518
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
198,350
156,765
Total comprehensive income for the year is attributable to:
- Owners of the parent company
201,550
164,198
- Non-controlling interests
(3,200)
(7,433)
198,350
156,765
M.J.AINGE & CO.LIMITED, CONSOLIDATED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
12
5,050,432
3,903,645
Investments
13
36,205
111,854
5,086,637
4,015,499
Current assets
Stocks
17
10,625,709
9,088,366
Debtors
18
2,910,098
3,741,517
Cash at bank and in hand
4,197,526
7,095,024
17,733,333
19,924,907
Creditors: amounts falling due within one year
19
(3,340,410)
(4,186,219)
Net current assets
14,392,923
15,738,688
Total assets less current liabilities
19,479,560
19,754,187
Creditors: amounts falling due after more than one year
20
(167,849)
(259,853)
Provisions for liabilities
Deferred tax liability
22
54,042
40,414
(54,042)
(40,414)
Net assets
19,257,669
19,453,920
Capital and reserves
Called up share capital
25
5,400
5,700
Capital redemption reserve
26
600
300
Profit and loss reserves
26
19,199,145
19,392,595
Equity attributable to owners of the parent company
19,205,145
19,398,595
Non-controlling interests
52,524
55,325
Total equity
19,257,669
19,453,920

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 29 September 2026 and are signed on its behalf by:
29 September 2026
Mr M J Ainge
Director
Company registration number 01100045 (England and Wales)
M.J.AINGE & CO.LIMITED, CONSOLIDATED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
12
3,307,212
3,132,524
Investments
13
1,614,675
1,674,351
4,921,887
4,806,875
Current assets
Stocks
17
8,140,726
6,671,298
Debtors
18
4,740,386
4,370,874
Cash at bank and in hand
3,637,694
6,449,169
16,518,806
17,491,341
Creditors: amounts falling due within one year
19
(3,111,167)
(4,038,332)
Net current assets
13,407,639
13,453,009
Total assets less current liabilities
18,329,526
18,259,884
Creditors: amounts falling due after more than one year
20
(167,849)
(259,853)
Provisions for liabilities
Deferred tax liability
22
54,042
70,831
(54,042)
(70,831)
Net assets
18,107,635
17,929,200
Capital and reserves
Called up share capital
25
5,400
5,700
Capital redemption reserve
26
600
300
Profit and loss reserves
26
18,101,635
17,923,200
Total equity
18,107,635
17,929,200
M.J.AINGE & CO.LIMITED, CONSOLIDATED
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
31 December 2025
- 12 -

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 profit for the year was £573,435 (2024 - £230,378 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 29 September 2026 and are signed on its behalf by:
29 September 2026
Mr M J Ainge
Director
Company registration number 01100045 (England and Wales)
M.J.AINGE & CO.LIMITED, CONSOLIDATED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2024
5,700
300
19,228,397
19,234,397
63,616
19,298,013
Year ended 31 December 2024:
Profit for the year
-
-
138,680
138,680
(7,433)
131,247
Other comprehensive income:
Currency translation differences
-
-
25,518
25,518
-
25,518
Total comprehensive income
-
-
164,198
164,198
(7,433)
156,765
Other movements
-
-
-
-
(858)
(858)
Balance at 31 December 2024
5,700
300
19,392,595
19,398,595
55,325
19,453,920
Year ended 31 December 2025:
Profit for the year
-
-
392,746
392,746
(3,200)
389,546
Other comprehensive income:
Currency translation differences
-
-
(191,196)
(191,196)
-
(191,196)
Total comprehensive income
-
-
201,550
201,550
(3,200)
198,350
Own shares acquired
-
-
(395,000)
(395,000)
-
(395,000)
Redemption of shares
25
-
300
-
300
-
300
Reduction of shares
25
(300)
-
-
(300)
-
(300)
Other movements
-
-
-
-
399
399
Balance at 31 December 2025
5,400
600
19,199,145
19,205,145
52,524
19,257,669
M.J.AINGE & CO.LIMITED, CONSOLIDATED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
5,700
300
17,692,822
17,698,822
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
230,378
230,378
Balance at 31 December 2024
5,700
300
17,923,200
17,929,200
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
573,435
573,435
Own shares acquired
-
-
(395,000)
(395,000)
Redemption of shares
25
-
300
-
300
Reduction of shares
25
(300)
-
-
(300)
Balance at 31 December 2025
5,400
600
18,101,635
18,107,635
M.J.AINGE & CO.LIMITED, CONSOLIDATED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
30
(972,390)
2,497,952
Interest paid
(37,850)
(28,631)
Income taxes paid
(47,583)
(430,661)
Net cash (outflow)/inflow from operating activities
(1,057,823)
2,038,660
Investing activities
Purchase of tangible fixed assets
(1,423,815)
(197,947)
Proceeds from disposal of tangible fixed assets
72
16,422
Repayment of loans
(7,352)
-
Interest received
127,207
203,877
Net cash (used in)/generated from investing activities
(1,303,888)
22,352
Financing activities
Purchase of treasury shares
(395,000)
-
0
Repayment of bank loans
(108,632)
(100,093)
Net cash used in financing activities
(503,632)
(100,093)
Net (decrease)/increase in cash and cash equivalents
(2,865,343)
1,960,919
Cash and cash equivalents at beginning of year
7,095,024
5,134,105
Effect of foreign exchange rates
(32,155)
-
0
Cash and cash equivalents at end of year
4,197,526
7,095,024
M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
1
Accounting policies
Company information

M.J.Ainge & Co.Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 15 Southern Avenue, Leominster, Herefordshire, HR6 0QF.

 

The group consists of M.J.Ainge & Co.Limited and all of its subsidiaries.

1.1
Basis of preparation

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 investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company M.J.Ainge & Co.Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 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.

 

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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have 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.

1.5
Revenue

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

 

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

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.

1.6
Tangible fixed assets

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

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
2% straight line
Plant and equipment
15% reducing balance; 9%, 18% or 30% straight line
Fixtures and fittings
20% or 25% reducing balance; 12.5% straight line
Motor vehicles
25% reducing balance; 12.5% or 18% straight line

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.

M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.7
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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 carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9
Stocks

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.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

Cost is calculated using the weighted average 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. Reversals of impairment losses are also recognised in profit or loss.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11
Financial instruments

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

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. 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.

M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
Impairment of financial assets

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.

Derecognition of financial assets

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.

Classification of financial liabilities

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

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.

Other financial liabilities

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.

M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

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.

1.13
Taxation

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

Current 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

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 carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 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. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.14
Employee benefits

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.

1.15
Retirement benefits

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

1.16
Leases
As lessee

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.

M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 22 -
1.17
Government grants

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.

1.18
Foreign exchange

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.

2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

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

Stock provisions

Provisions are calculated for slow moving and obsolete stock are calculated using management's estimates of the net realisable values which can achieved for the relevant items. The estimates are based on management's judgement and experience in the industry.

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Sale of goods
24,473,636
25,341,887
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
16,356,796
17,291,731
Overseas
8,116,840
8,050,156
24,473,636
25,341,887
M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange gains
(134,151)
(194,930)
Depreciation of tangible fixed assets
243,053
194,693
Loss on disposal of tangible fixed assets
3,543
39,972

In 2024, foreign exchange gains of £194,930 included a profit of £206,492 relating to the changes in the fair values of derivative financial instruments. From 2025 onwards the gains and losses will be shown separately on the face of the profit and loss account.

5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
42,000
65,000
Audit of the financial statements of the company's subsidiaries
18,500
8,275
60,500
73,275
For other services
Taxation compliance services
3,250
-
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Distribution staff
62
81
44
52
Administrative staff
53
41
34
29
Management staff
7
7
4
5
Production staff
52
41
-
-
Total
174
170
82
86
M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Employees
(Continued)
- 24 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
3,951,297
5,326,747
3,017,048
3,971,067
Social security costs
640,412
554,382
357,905
426,545
Pension costs
126,958
114,673
95,895
92,557
4,718,667
5,995,802
3,470,848
4,490,169
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
848,763
1,902,471
Company pension contributions to defined contribution schemes
49,216
50,000
897,979
1,952,471

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 3).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
245,604
742,480
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
63
1,158
Other interest income
127,144
202,719
Total income
127,207
203,877
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
63
1,158
M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
9
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
18,991
28,631
Interest payable to group undertakings
18,859
-
0
37,850
28,631
10
Fair value gains or losses on financial instruments
2025
2024
£
£
Fair value gains/(losses) on financial instruments
Loss on hedge item in a fair value hedge
(128,783)
-

Further details on gains or losses on financial instruments are provided in note 16 to the financial statements.

11
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
197,209
91,135
Adjustments in respect of prior periods
-
0
(6,450)
Total UK current tax
197,209
84,685
Foreign current tax on profits for the current period
24,353
19,753
Adjustments in foreign tax in respect of prior periods
(1,366)
101,630
Total current tax
220,196
206,068
Deferred tax
Origination and reversal of timing differences
(16,789)
(35,261)
Total tax charge
203,407
170,807
M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Taxation
(Continued)
- 26 -

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:

2025
2024
£
£
Profit before taxation
592,953
302,054
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
148,238
75,514
Effects of:
Expenses that are not deductible in determining taxable profit
22,323
773
Unutilised tax losses carried forward
48,939
48,509
Adjustments in respect of prior years
-
0
95,180
Permanent capital allowances in excess of depreciation
(16,419)
(35,261)
Depreciation on assets not qualifying for tax allowances
-
12,959
Overseas tax rates
(31,965)
(10,363)
Non-taxable exchange rate and unearned profit in stock adjustments on consolidation
32,291
(16,504)
Taxation charge in the financial statements
203,407
170,807

The 2024 current tax charge includes adjustments in relation to prior periods relating to research and development tax credits and double taxation relief.

M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
12
Tangible fixed assets
Group
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2025
3,915,156
343,850
798,743
363,686
5,421,435
Additions
1,019,977
89,487
188,444
125,907
1,423,815
Disposals
-
0
(6,728)
(16,376)
(13,500)
(36,604)
Exchange adjustments
(29,628)
(5,375)
(11,227)
(185)
(46,415)
At 31 December 2025
4,905,505
421,234
959,584
475,908
6,762,231
Depreciation and impairment
At 1 January 2025
532,594
217,756
543,022
224,418
1,517,790
Depreciation charged in the year
66,580
21,499
90,485
64,489
243,053
Eliminated in respect of disposals
-
0
(5,940)
(13,977)
(13,072)
(32,989)
Exchange adjustments
(2,308)
(4,279)
(8,404)
(1,064)
(16,055)
At 31 December 2025
596,866
229,036
611,126
274,771
1,711,799
Carrying amount
At 31 December 2025
4,308,639
192,198
348,458
201,137
5,050,432
At 31 December 2024
3,382,562
126,094
255,721
139,268
3,903,645
Company
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2025
3,225,115
169,241
609,362
253,786
4,257,504
Additions
-
0
89,487
148,572
125,907
363,966
Disposals
-
0
-
0
(16,376)
(13,500)
(29,876)
At 31 December 2025
3,225,115
258,728
741,558
366,193
4,591,594
Depreciation and impairment
At 1 January 2025
496,443
78,184
411,790
138,563
1,124,980
Depreciation charged in the year
39,312
13,659
73,304
60,176
186,451
Eliminated in respect of disposals
-
0
-
0
(13,977)
(13,072)
(27,049)
At 31 December 2025
535,755
91,843
471,117
185,667
1,284,382
Carrying amount
At 31 December 2025
2,689,360
166,885
270,441
180,526
3,307,212
At 31 December 2024
2,728,672
91,057
197,572
115,223
3,132,524
M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
12
Tangible fixed assets
(Continued)
- 28 -

The company's fixed assets with a carrying amount of £3,307,212 (2024 - £3,132,524) have been pledged to secure bank loans and overdrafts of the company. The company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

Group: Freehold property includes land with a cost of £1,588,084 (2024: £1,588,084) which is not depreciated.

Company: Freehold property includes land with a cost of £1,259,514 (2024: £1,259,514) which is not depreciated.

 

13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
1,578,470
1,578,470
Investments in associates
15
36,205
111,854
36,205
95,881
36,205
111,854
1,614,675
1,674,351
Movements in fixed asset investments
Group
Shares in associates
£
Cost or valuation
At 1 January 2025
111,854
Share of losses
(75,649)
At 31 December 2025
36,205
Carrying amount
At 31 December 2025
36,205
At 31 December 2024
111,854
M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Fixed asset investments
(Continued)
- 29 -
Movements in fixed asset investments
Company
Shares in subsidiaries and associates
£
Cost or valuation
At 1 January 2025
1,674,351
Impairment
(59,676)
At 31 December 2025
1,614,675
Carrying amount
At 31 December 2025
1,614,675
At 31 December 2024
1,674,351
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Nevada Blanket Manufacturing (Xiamen) Co Ltd
Floor 4, No. 362-1 Shangtouting Road, Gunman Industrial Zone, Jaimie Disctrict, Xiamen City, China
Ordinary shares
90.48
Shires Equestrian Inc
38 Beede Road, Epping, New Hampshire, US
Ordinary shares
100.00
36 BR Realty, Inc
38 Beede Road, Epping, New Hampshire, US
Ordinary shares
100.00
Shires Equestrian (Ireland) Limited
Cloughbawn Birdge, Clonroche, Enniscorthy, Wexford, Ireland
Ordinary shares
100.00
15
Associates

Details of associates at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Nantong Mario Lentini Garment Decoration Co Ltd
58 Haitong Road, Pingodng Industrial Park, Tongzhou, Nantong, Jiangsu, China
Ordinary shares
33
16
Financial instruments
Group
Company
2025
2024
2025
2024
£
£
£
£
Carrying amount of financial assets include:
Instruments measured at fair value through profit or loss
16,280
145,063
16,280
145,063
M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
16
Financial instruments
(Continued)
- 30 -

The change in fair value recognised in the profit and loss account in the year is a loss of £128,783 (2024: profit of £206,492).

 

Derivative financial assets and liabilities measured through the profit and loss account comprises forward foreign currency contracts to hedge currency exposures on future purchase commitments.

 

The fair value of the assets and liabilities held at fair value through profit and loss at the balance sheet date are determined using quoted prices. Where quoted prices are not available for derivatives, the fair values of derivatives has been calculated by discounting the expected future net cash flows at prevailing interest rates.

17
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
87,885
90,563
-
9,481
Work in progress
72,348
72,484
-
-
Finished goods and goods for resale
10,465,476
8,925,319
8,140,726
6,661,817
10,625,709
9,088,366
8,140,726
6,671,298
18
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,556,240
3,094,612
1,683,205
2,318,751
Corporation tax recoverable
(21,233)
112,616
(21,233)
111,851
Amounts owed by group undertakings
-
0
-
0
2,788,278
1,475,213
Derivative financial instruments
16,280
145,063
16,280
145,063
Other debtors
199,795
209,368
195,226
202,949
Prepayments and accrued income
130,735
179,858
78,630
117,047
2,881,817
3,741,517
4,740,386
4,370,874
Deferred tax asset (note 22)
28,281
-
0
-
0
-
0
2,910,098
3,741,517
4,740,386
4,370,874
M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 31 -
19
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
21
105,611
108,139
105,611
108,139
Trade creditors
2,212,314
3,028,920
1,750,103
2,526,215
Amounts owed to group undertakings
-
0
-
0
377,644
504,937
Corporation tax payable
36,628
-
0
-
0
-
0
Other taxation and social security
242,796
521,257
238,802
515,939
Government grants
23
4,700
-
0
4,700
-
0
Other creditors
105,455
93,015
40,105
24,742
Accruals and deferred income
632,906
434,888
594,202
358,360
3,340,410
4,186,219
3,111,167
4,038,332
20
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
21
153,749
259,853
153,749
259,853
Government grants
23
14,100
-
0
14,100
-
0
167,849
259,853
167,849
259,853
21
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
259,360
367,992
259,360
367,992
Payable within one year
105,611
108,139
105,611
108,139
Payable after one year
153,749
259,853
153,749
259,853

The bank loans and overdrafts totalling £259,360 (2024 - £367,992) are secured by a charge over 15 Southern Avenue, Hereford, HR6 0QF; a charge over 2 Southern Avenue, Hereford, HR6 0QF; and a charge over all assets of the parent company.

The bank loan matures on 1 February 2028 and is repayable by instalments. Interest on the loan is charged at 0.8% above the bank's base rate.

M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 32 -
22
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£
£
£
£
Accelerated capital allowances
54,042
70,831
-
-
Tax losses
-
(30,417)
28,281
-
54,042
40,414
28,281
-
Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Company
£
£
£
£
Accelerated capital allowances
54,042
70,831
-
-
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 January 2025
40,414
70,831
Credit to profit or loss
(16,789)
(16,789)
Other
2,136
-
Liability at 31 December 2025
25,761
54,042

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period. Other movements above relate to foreign currency translation differences.

The amount of unused federal tax losses carried forward is £318,708 relating to Shires Equestrian Inc which don't expire for approximately 18-20 years. For state taxes, the losses carried forward are £304,813 as well as other credits of approximately £7,426 available to offset profits tax only. These losses relate to 2025 and 2024.

M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
23
Government grants
Group
Company
2025
2024
2025
2024
£
£
£
£
Arising from government grants
18,800
-
18,800
-
Included in the financial statements as follows:
Current liabilities
4,700
-
0
4,700
-
0
Non-current liabilities
14,100
-
0
14,100
-
0
18,800
-
18,800
-
24
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
126,958
114,673

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.

25
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
5,400
5,700
5,400
5,700

During the year the company repurchased 300 ordinary shares of £1 each resulting in a capital reduction and corresponding increase in the capital redemption reserve.

26
Reserves
Capital redemption reserve

The capital redemption reserve records the nominal value of shares repurchased by the company.

Profit and loss reserves

Profit and loss reserves represent accumulated realised earnings from prior and current periods as reduced by accumulated realised losses and dividends.

27
Contingent liabilities

Contingencies include a bond, guarantees and indemnities facility of £100,000 in favour of HM Revenue and Customs.

M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 34 -
28
Operating lease commitments

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:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within 1 year
64,893
86,309
839
-
Years 2-5
28,487
98,929
559
-
93,380
185,238
1,398
-

The lease expense incurred during the year was £83,828 (2024: £111,350).

 

29
Related party transactions
Transactions with related parties

Group

The company has taken advantage of the exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' not to disclose related party transactions with wholly owned subsidiaries within the group.

The group is under the control of Mr M J Ainge.

During the year the group bought purchases totalling £190,279 (2024 - £218,373) from a company in which it holds a participating interest. Included in creditors is £41,440 (2024 - £132,375) owed to this company.

During the year the group sold goods totalling £202 (2024 - £489) to a company under the control of the wife of a director. Included in debtors is £127 (2024 - £587) owed by this company.

During the year the group sold goods totalling £66,766 (2024 - £51,458) to a company under the control of the daughter and son-in-law of the controlling shareholder. Included in debtors is £6,881 (2024 - £8,821) owed by this company.

During the year the group sold goods totalling £4,498 (2024 - £3,280) to, and bought purchases totalling £108,350 (2024 - £152,189) from, a company under the control of a director. Included in debtors is £Nil (2024 - £1,041) owed by this company and included in creditors is £8,505 (2024 - £33,976) owed to this company.

During the year the group paid rent totalling £56,971 (2024 - £58,311) to a company under the control of the controlling shareholder. M.J.Ainge & Co. Limited charged interest at a rate of 4% totalling £7,278 (2024- £8,310) on the amount owed by this company.

Included in debtors is £180,421 (2024 - £202,949) owed by this company.

During the year the group used premises owned by the wife of a director and paid £4,523 (2024 - £14,495) in rent. Included in creditors is £1,111 (2024 - £20,023) owed to the controlling shareholder and his wife, both directors of the company.

The group bought goods totalling £Nil (2024- £1,808) from a company in which the controlling shareholder is a director.

Included in debtors is £7,350 (2024 - £4,719) owed to the other directors of the company.

 

M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
29
Related party transactions
(Continued)
- 35 -

Company

The company has taken advantage of the exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' not to disclose related party transactions with wholly owned subsidiaries within the group.

The company is under the control of Mr M J Ainge.

During the year the company bought purchases totalling £1,004,154 (2024 - £1,051,660) from a subsidiary company. Included in creditors is £376,457 (2024 - £504,937) owed to this company.

During the year the company bought purchases totalling £190,279 (2024 - £218,373) from a company in which it holds a participating interest. Included in creditors is £41,440 (2024 - £132,375) owed to this company.

During the year the company sold goods totalling £202 (2024 - £489) to a company under the control of the wife of a director. Included in debtors is £127 (2024 - £587) owed by this company.

During the year the company sold goods totalling £66,766 (2024 - £51,458) to a company under the control of the daughter and son-in-law of the controlling shareholder. Included in debtors is £6,881 (2024- £8,821) owed by this company.

During the year the company sold goods totalling £2,098 (2024 - £183) to, and bought purchases totalling £82,770 (2024- £159,136) from, a company under the control of a director. Included in debtors is £Nil (2024- £Nil) owed by this company and included in creditors is £5,549 (2024 - £4,269) owed to this company.

During the year the company charged interest at a rate of 4% totalling £7,278 (2024 - £8,310) on the amount owed by a company under the control of the controlling shareholder. Included in debtors is £180,421 (2024 - £202,949) owed by this company.

Included in creditors is £1,111 (2024 - £20,023) owed to the controlling shareholder and his wife, both directors of the company.

The company bought purchases totalling £Nil (2024- £Nil) from, a company in which the controlling shareholder is a director. Included in creditors is £7,350 (2024 - (£4,719)) owed to the other directors of the company.

M.J.AINGE & CO.LIMITED, CONSOLIDATED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 36 -
30
Cash (absorbed by)/generated from group operations
2025
2024
£
£
Profit after taxation
389,546
131,247
Adjustments for:
Share of results of associates and joint ventures
75,649
-
Taxation charged
203,407
170,807
Finance costs
37,850
28,631
Investment income
(127,207)
(203,877)
Non-operating income treated as investing activity
-
0
14,383
Loss on disposal of tangible fixed assets
3,543
39,972
Depreciation and impairment of tangible fixed assets
243,053
194,693
Other gains and losses
128,783
(206,492)
Movements in working capital:
(Increase)/decrease in stocks
(1,674,868)
1,236,207
Decrease in debtors
554,005
200,914
(Decrease)/increase in creditors
(824,951)
891,467
Increase in deferred income
18,800
-
Cash (absorbed by)/generated from operations
(972,390)
2,497,952
31
Analysis of changes in net funds - group
1 January 2025
Cash flows
Exchange rate movements
31 December 2025
£
£
£
£
Cash at bank and in hand
7,095,024
(2,865,343)
(32,155)
4,197,526
Borrowings excluding overdrafts
(367,992)
108,632
-
(259,360)
6,727,032
(2,756,711)
(32,155)
3,938,166
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