Company registration number 10940352 (England and Wales)
CARLIN GROUP LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2026
CARLIN GROUP LTD
COMPANY INFORMATION
Director
R Carlin
Company number
10940352
Registered office
Superior House
Broombank Park
Chesterfield
United Kingdom
S41 9RT
Auditor
Sumer Auditco Limited
Albert Works
Sidney Street
Sheffield
S1 4RG
CARLIN GROUP LTD
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 33
CARLIN GROUP LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2026
- 1 -

The director presents the strategic report for the year ended 30 April 2026.

Executive Overview

The Group is continuing to grow as defined in its long term plan for global expansion, with the mission to become the fastest growing hot tub and wellness manufacturer in the world. Building on an established presence in the UK and Europe and a growing presence in North America, the Group saw significant benefits from the significant investments made last financial year (the purchase of a 70,000 sq. ft. warehouse and distribution facility in Cameron, South Carolina, the acquisition of European manufacturer, and the launch of award-winning new products and brands). These actions have all materially expanded scale, resilience and global market reach while protecting dealer relationships and long-term brand value.

 

North America Growth Platform
The acquisition of a 70,000 sq. ft. warehouse and distribution facility in Cameron, South Carolina last year represented a major strategic commitment to North America. While Superior Wellness was already operating in the region, this investment reflected confidence in its long-term growth potential and the decision to embed infrastructure locally to support accelerated expansion.

Whilst in the year turnover to United States dropped slightly from 2025 this was due to disruption caused by inflating inventory levels into the new facility and global macro-economic factors outside of the Group’s control.

Both factors have now been managed more appropriately and the Group is seeing impressive yearly growth. Additionally, growth in the Canada market is incredibly impressive in this financial year and beyond.

 

European Manufacturing Expansion
The acquisition of certain trade and assets of Portcril, that was the oldest hot tub manufacturer in Europe, marked a critical step in expanding the Group’s manufacturing footprint beyond China. Combined with a 11,000 sq. mtrs. site in Portugal, the Group can now manufacture and distribute its own products across Europe and beyond.

Whilst the integration of Portcril has been challenging, new exciting product ranges and also commercial opportunities with new OEM European hot tub customers are proving the value of having a European hot tub manufacturer within the Group’s family.

 

Product, Brand and Market Expansion
The Group is constantly developing its product ranges to meet customers ever-increasing demands. Last year the Group launched the all-new AquaSolus hot tub and swim spa brand and this is allowing multiple dealers to operate within the same geographic areas while maintaining brand protection and pricing integrity. As expected this has enabled aggressive network growth without channel conflict.

Together, all these initiatives have supported a significant expansion of the Group’s addressable market with both dealers and end users.

 

Performance During the Year

The year ended 30 April 2026 saw a 19% significant increase in trading levels from the previous financial year, which was up 39% on the year before that.

Turnover for the year ended 30 April 2026 amounted to £45,547,000 (2025: £38,246,000).

The Group recorded a profit after tax of £2,378,000 (2025: £417,000).

The material increases in revenue are the result of growing the number of global partners in our portfolio by delivering great product with great customer care. The Group did enjoy some margin increase due to reduction in global shipping rates across the period and a more strategic response to tariff imposition.

Significant investment in global trade shows showcasing new products has been key to growth as well as investing in people & infrastructure, both in Portugal and our US facility, as we build the foundations to aid expansion and growth in the coming years. Additionally, to support the ambitious growth targets, a significant investment in Inventory in advance of the busy summer months has been required.

Consequently, the Group's cash balances decreased by £844,000 to £2,675,000 (2025: £3,519,000).

CARLIN GROUP LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
- 2 -

The Group prides itself on the close-​knit relationships it has built with its partners, offering the very best support to them with sales, marketing, operations and events. The Group currently has over 600 active partners around the world that is growing year on year.

The Group has capacity to stock over 6,000 spas globally, including:

The Director is pleased with the development of the Group during the period.

Principal Risks and Uncertainties

The Group's main risks remain those associated with operating within import and export markets, being both foreign currency exposure and changes to global ocean shipping rates, and also the impact of new and changing legislation and the increased bad debt risks associated with operating overseas.

The Director and management monitor these risks on an ongoing basis to mitigate any potential issues arising, particularly as sales growth overseas continues.

We have built a strong and robust business that is well placed to withstand economic threats and have already taken advantage of opportunities in the market that may arise and will continue to monitor these opportunities going forward.

The Group's forecasts are predicated on increasing demand for its products in the markets in which it currently operates but understands that there is a risk that demand is not seen at the levels forecast. However, the majority of the Group's costs are variable and this mitigates the impact if demand were to be lower.

Financial Risk Management, Objective and Policies

The Group holds financial instruments comprising cash, other liquid resources and other items such as trade debtors and trade creditors that arise directly from its operations.

The Director reviews and agrees policies for managing each of these risks and they are summarised below.

 

Liquidity risk

The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and that cash assets are invested safely and profitably.

 

Foreign currency risks

The Group is exposed to currency risk because of its operations in overseas markets.

The Group minimises currency risk exposure by operating foreign currency bank accounts to offset foreign currency receipts and payments and to make timely and if required forward looking currency exchanges.

On behalf of the board

R Carlin
Director
2 October 2026
CARLIN GROUP LTD
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 APRIL 2026
- 3 -

The director presents his annual report and financial statements for the year ended 30 April 2026.

Principal activities

The principal activity of the company continued to be that of a holding company for a group whose principal activity is the distribution of hot tubs, swim spas, ice baths, saunas, and other related products to its trade and retail customers.

Results

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

Director

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

R Carlin
Statement of director's responsibilities

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

United Kingdom company law requires the director to prepare financial statements for each financial year. Under that law, the director has 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 director must not approve the financial statements unless he is 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 director is required to:

The director is 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. He is 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 director has taken all the necessary steps that they ought to have taken as a director 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.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the medium-sized companies regime.

CARLIN GROUP LTD
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
- 4 -
On behalf of the board
R Carlin
Director
2 October 2026
CARLIN GROUP LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CARLIN GROUP LTD
- 5 -
Opinion

We have audited the financial statements of Carlin Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2026 which comprise 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 director's 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 director 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 director is 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:

CARLIN GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CARLIN GROUP LTD
- 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 director's 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 director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or parent company or to cease operations, or has 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.

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:

CARLIN GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CARLIN GROUP LTD
- 7 -

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 risks of fraud through management bias and override controls, we:

 

 

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 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 director’s and other management and the inspection of regulatory and legal correspondence.

As part of our audit, we addressed the risk of management override of internal controls, including testing of journals and review of the nominal ledger. We evaluated whether there was evidence of bias by the director that represented a risk of material misstatement due to fraud.

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.

Daniel Varley (Senior Statutory Auditor)
For and on behalf of Sumer Auditco Limited, Statutory Auditor
Chartered Accountants
Albert Works
Sidney Street
Sheffield
S1 4RG
2 October 2026
CARLIN GROUP LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2026
- 8 -
2026
2025
Notes
£000s
£000s
Turnover
3
45,548
38,246
Cost of sales
(32,004)
(29,886)
Gross profit
13,544
8,360
Administrative expenses
(10,409)
(7,744)
Other operating income
165
397
Operating profit
4
3,300
1,013
Interest receivable and similar income
7
74
81
Interest payable and similar expenses
8
(359)
(343)
Profit before taxation
3,015
751
Tax on profit
9
(637)
(334)
Profit for the financial year
2,378
417
Other comprehensive income
Revaluation of tangible fixed assets
-
0
1,850
Currency translation gain/(loss) taken to retained earnings
6
(31)
Tax relating to other comprehensive income
-
0
(462)
Total comprehensive income for the year
2,384
1,774
Profit for the financial year is attributable to:
- Owner of the parent company
2,188
391
- Non-controlling interests
190
26
2,378
417
Total comprehensive income for the year is attributable to:
- Owner of the parent company
2,194
1,748
- Non-controlling interests
190
26
2,384
1,774
CARLIN GROUP LTD
GROUP BALANCE SHEET
AS AT 30 APRIL 2026
30 April 2026
- 9 -
2026
2025
Notes
£000s
£000s
£000s
£000s
Fixed assets
Intangible assets
12
170
151
Tangible assets
13
10,639
10,937
Investment property
14
2,900
2,900
13,709
13,988
Current assets
Stocks
16
14,403
7,652
Debtors
17
6,438
4,620
Cash at bank and in hand
2,675
3,519
23,516
15,791
Creditors: amounts falling due within one year
18
(13,510)
(8,024)
Net current assets
10,006
7,767
Total assets less current liabilities
23,715
21,755
Creditors: amounts falling due after more than one year
19
(4,510)
(4,608)
Provisions for liabilities
Deferred tax liability
22
852
849
(852)
(849)
Net assets
18,353
16,298
Capital and reserves
Called up share capital
25
-
0
-
0
Revaluation reserve
1,850
1,850
Profit and loss reserves
15,876
13,879
Equity attributable to owner of the parent company
17,726
15,729
Non-controlling interests
627
569
Total equity
18,353
16,298

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

The financial statements were approved and signed by the director and authorised for issue on 2 October 2026
02 October 2026
R Carlin
Director
Company registration number 10940352 (England and Wales)
CARLIN GROUP LTD
COMPANY BALANCE SHEET
AS AT 30 APRIL 2026
30 April 2026
- 10 -
2026
2025
Notes
£000s
£000s
£000s
£000s
Fixed assets
Tangible assets
13
4,500
4,500
Current assets
Debtors
17
6,429
5,524
Cash at bank and in hand
178
46
6,607
5,570
Creditors: amounts falling due within one year
18
(647)
(542)
Net current assets
5,960
5,028
Total assets less current liabilities
10,460
9,528
Creditors: amounts falling due after more than one year
19
(4,460)
(3,950)
Provisions for liabilities
Deferred tax liability
22
642
641
(642)
(641)
Net assets
5,358
4,937
Capital and reserves
Called up share capital
25
-
0
-
0
Revaluation reserve
1,850
1,850
Profit and loss reserves
3,508
3,087
Total equity
5,358
4,937

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 £619,000 (2025 - £3,441,000 profit).

 

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

The financial statements were approved and signed by the director and authorised for issue on 2 October 2026
02 October 2026
R Carlin
Director
Company registration number 10940352 (England and Wales)
CARLIN GROUP LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2026
- 11 -
Share capital
Revaluation reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£000s
£000s
£000s
£000s
£000s
£000s
Balance at 1 May 2024
-
0
-
0
14,075
14,075
728
14,803
Year ended 30 April 2025:
Profit for the year
-
-
391
391
26
417
Other comprehensive income:
Revaluation of tangible fixed assets
-
1,850
-
1,850
-
1,850
Currency translation differences
-
-
(31)
(31)
-
(31)
Tax relating to other comprehensive income
-
-
0
(462)
(462)
-
(462)
Total comprehensive income
-
1,850
(102)
1,748
26
1,774
Dividends
10
-
-
(146)
(146)
(133)
(279)
Transfers
-
-
52
52
(52)
-
Balance at 30 April 2025
-
0
1,850
13,879
15,729
569
16,298
Year ended 30 April 2026:
Profit for the year
-
-
2,188
2,188
190
2,378
Other comprehensive income:
Currency translation differences
-
-
6
6
-
6
Total comprehensive income
-
-
2,194
2,194
190
2,384
Dividends
10
-
-
(197)
(197)
(132)
(329)
Balance at 30 April 2026
-
0
1,850
15,876
17,726
627
18,353
CARLIN GROUP LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2026
- 12 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£000s
£000s
£000s
£000s
Balance at 1 May 2024
-
0
-
0
255
255
Year ended 30 April 2025:
Profit for the year
-
-
3,441
3,441
Other comprehensive income:
Revaluation of tangible fixed assets
-
1,850
-
1,850
Tax relating to other comprehensive income
-
-
0
(462)
(462)
Total comprehensive income
-
1,850
2,979
4,829
Dividends
10
-
-
(147)
(147)
Balance at 30 April 2025
-
0
1,850
3,087
4,937
Year ended 30 April 2026:
Profit and total comprehensive income
-
-
619
619
Dividends
10
-
-
(198)
(198)
Balance at 30 April 2026
-
0
1,850
3,508
5,358
CARLIN GROUP LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2026
- 13 -
2026
2025
Notes
£000s
£000s
£000s
£000s
Cash flows from operating activities
Cash (absorbed by)/generated from operations
31
(84)
2,695
Interest paid
(359)
(70)
Income taxes paid
(326)
(882)
Net cash (outflow)/inflow from operating activities
(769)
1,743
Investing activities
Purchase of intangible assets
(81)
(160)
Proceeds from disposal of intangibles
25
18
Purchase of tangible fixed assets
(345)
(5,855)
Proceeds from disposal of tangible fixed assets
145
44
Interest received
74
81
Net cash used in investing activities
(182)
(5,872)
Financing activities
Proceeds from borrowings
2,135
2,514
Repayment of borrowings
(1,560)
(1,767)
Proceeds from new bank loans
-
2,000
Repayment of bank loans
(123)
(425)
Payment of finance leases obligations
(22)
(14)
Dividends paid to equity shareholders
(197)
(146)
Dividends paid to non-controlling interests
(132)
(133)
Net cash generated from financing activities
101
2,029
Net decrease in cash and cash equivalents
(850)
(2,100)
Cash and cash equivalents at beginning of year
3,519
5,650
Effect of foreign exchange rates
6
(31)
Cash and cash equivalents at end of year
2,675
3,519
CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2026
- 14 -
1
Accounting policies
Company information

Carlin Group Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Superior House, Broombank Park, Chesterfield, United Kingdom, S41 9RT.

 

The group consists of Carlin Group Ltd and all of its subsidiaries.

1.1
Accounting convention

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 £000s.

The financial statements have been prepared under the historical cost convention, modified to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

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.

CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
1
Accounting policies
(Continued)
- 15 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Carlin Group Ltd together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 30 April 2026. 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.

1.4
Going concern

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

1.5
Turnover

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.

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
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Software
25-33% straight line
Patents & licences
10% straight line
CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
1
Accounting policies
(Continued)
- 16 -
1.8
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:

Plant and equipment
20% straight line
Computers
33% straight line
Motor vehicles
25% 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.

 

Freehold property is initially recognised at cost. Following initial recognition, freehold property is measured using the revaluation model. Under the revaluation model, freehold property is carried at fair value, based on periodic valuations by professionally qualified valuers, less any subsequent accumulated depreciation and impairment losses.

 

Revaluations are performed with sufficient regularity to ensure that the carrying amount does not differ materially from fair value. Increases in carrying amount as a result of revaluation are recognised in other comprehensive income and accumulated in equity under the revaluation reserve, except to the extent that they reverse a revaluation decrease previously recognised in profit or loss. Decreases in carrying amount are recognised in profit or loss, except where they offset a previous revaluation surplus.

1.9
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

1.10
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 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.

1.11
Impairment of fixed assets

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 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.

CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
1
Accounting policies
(Continued)
- 17 -

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.

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.

1.12
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.

 

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.

1.13
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.

1.14
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.

CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
1
Accounting policies
(Continued)
- 18 -
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.

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.

CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
1
Accounting policies
(Continued)
- 19 -
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.

Derecognition of financial liabilities

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

1.15
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.

1.16
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.

CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
1
Accounting policies
(Continued)
- 20 -
1.17
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.

1.18
Retirement benefits

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

1.19
Leases

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

 

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

Rentals payable under operating leases, including any lease incentives received, are charged to 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.

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

1.20
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.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is 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.

Key sources of estimation uncertainty

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

CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
2
Judgements and key sources of estimation uncertainty
(Continued)
- 21 -
Useful life and residual values

Tangible assets

The charge in respect of property valuations is derived after determining an estimate of an asset's expected useful life and the expected residual value at the end of its life. The useful lives and residual values of the company's assets may vary depending on several factors such as, technological innovation, maintenance programmes and future market conditions. They are determined by management at the time the asset is acquired and reviewed annually for appropriateness.

 

During the year to 30 April 2026 depreciation totalled £515,000 (2025: £618,000). Within the group as at 30 April 2026 the net book value of tangible fixed assets is £10,639,000 (2025: £10,937,000).

 

Property valuation

The group has applied a fair value valuation method for its properties. To obtain a fair valuation the group engaged independent, professionally qualified valuers to determine the fair value of these assets. While the use of external valuers provides additional assurance over the methodologies applied, the determination of fair value still requires significant judgement.

 

Within the group as at 30 April 2026 the fair value of investment properties is £2,900,000 (2025: £2,900,000) and freehold land and buildings of £9,917,000 (2025: £10,085,000).

Recoverability of trade debtors

The director makes provisions for doubtful debts based on an assessment of the recoverability of trade debtors Provisions are applied to trade debtors where events or changes in circumstances indicate that the carrying amounts may not be recoverable. This methodology is applied on a customer by customer basis.

 

As at 30 April 2026 the trade debtors totalled £1,538,000 (2025: £1,370,000) of which £222,000 (2025: £184,000) relates to the value of the bad debt provision.

CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
2
Judgements and key sources of estimation uncertainty
(Continued)
- 22 -
Stock provision

The director makes provisions for stock based on an assessment of the net realisable value of stock held. This methodology is applied on a individual stock line basis. In the current year all provisions have been released.

 

As at 30 April 2026 stock totalled £14,403,000 (2025: £7,652,000) of which £nil (2025: £nil) relates to the value of the stock provision.

3
Turnover and other revenue
2026
2025
£000s
£000s
Turnover analysed by class of business
Sale of hot tubs, spas and swim spas, ice baths, saunas and associated services
45,548
38,246
2026
2025
£000s
£000s
Turnover analysed by geographical market
United Kingdom
12,806
10,130
Europe
14,516
8,824
Rest of the World
2,823
1,351
United States
15,403
17,941
45,548
38,246
2026
2025
£000s
£000s
Other revenue
Interest income
74
81
Grants received
-
20
4
Operating profit
2026
2025
£000s
£000s
Operating profit for the year is stated after charging/(crediting):
Exchange losses
275
76
Research and development costs
289
603
Government grants
-
(20)
Depreciation of owned tangible fixed assets
515
618
(Profit)/loss on disposal of tangible fixed assets
(17)
1
Amortisation of intangible assets
37
34
Stocks impairment losses recognised or reversed
52
(412)
Operating lease charges
193
85
CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
- 23 -
5
Auditor's remuneration
2026
2025
Fees payable to the company's auditor and associates:
£000s
£000s
For audit services
Audit of the financial statements of the group and company
15
18
Audit of the financial statements of the company's subsidiaries
29
28
44
46
For other services
All other non-audit services
10
11
6
Employees

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

Group
Company
2026
2025
2026
2025
Number
Number
Number
Number
Warehouse, transport and technical staff
70
82
-
-
Sales, marketing, admin, logistics staff
69
58
-
-
Total
139
140
0
0

Their aggregate remuneration comprised:

Group
Company
2026
2025
2026
2025
£000s
£000s
£000s
£000s
Wages and salaries
6,291
4,624
-
0
-
0
Social security costs
474
343
-
-
Pension costs
72
59
-
0
-
0
6,837
5,026
-
0
-
0
7
Interest receivable and similar income
2026
2025
£000s
£000s
Interest income
Interest on bank deposits
74
81
CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
- 24 -
8
Interest payable and similar expenses
2026
2025
£000s
£000s
Interest on bank overdrafts and loans
359
330
Other interest on financial liabilities
-
13
Total finance costs
359
343
9
Taxation
2026
2025
£000s
£000s
Current tax
UK corporation tax on profits for the current period
890
230
Adjustments in respect of prior periods
(297)
28
Total UK current tax
593
258
Foreign current tax on profits for the current period
41
-
0
Total current tax
634
258
Deferred tax
Origination and reversal of timing differences
(14)
76
Adjustment in respect of prior periods
17
-
0
Total deferred tax
3
76
Total tax charge
637
334

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:

2026
2025
£000s
£000s
Profit before taxation
3,015
751
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2025: 25.00%)
754
188
Tax effect of expenses that are not deductible in determining taxable profit
128
8
Tax effect of income not taxable in determining taxable profit
-
0
(3)
Adjustments in respect of prior years
(279)
28
Permanent capital allowances in excess of depreciation
34
60
Chargeable gains/(losses)
-
0
53
Taxation charge
637
334
CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
9
Taxation
(Continued)
- 25 -

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2026
2025
£000s
£000s
Deferred tax arising on:
Actuarial differences recognised as other comprehensive income
-
462
10
Dividends
2026
2025
2026
2025
Recognised as distributions to equity holders:
Per share
Per share
Total
Total
£000s
£000s
£000s
£000s
Ordinary shares
Interim paid
98.78
73.69
198
147
11
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2026
2025
Notes
£000s
£000s
In respect of:
Stocks
16
52
-
Recognised in:
Cost of sales
52
-
CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
- 26 -
12
Intangible fixed assets
Group
Software
Patents & licences
Total
£000s
£000s
£000s
Cost
At 1 May 2025
183
54
237
Additions - internally developed
42
-
0
42
Additions - separately acquired
-
0
39
39
Disposals
(25)
-
0
(25)
At 30 April 2026
200
93
293
Amortisation and impairment
At 1 May 2025
72
14
86
Amortisation charged for the year
28
9
37
At 30 April 2026
100
23
123
Carrying amount
At 30 April 2026
100
70
170
At 30 April 2025
111
40
151
The company had no intangible fixed assets at 30 April 2026 or 30 April 2025.
13
Tangible fixed assets
Group
Freehold land and buildings
Plant and equipment
Computers
Motor vehicles
Total
£000s
£000s
£000s
£000s
£000s
Cost
At 1 May 2025
10,852
822
552
442
12,668
Additions
16
207
46
76
345
Disposals
-
0
(142)
(1)
(127)
(270)
At 30 April 2026
10,868
887
597
391
12,743
Depreciation and impairment
At 1 May 2025
767
327
340
297
1,731
Depreciation charged in the year
184
165
100
66
515
Eliminated in respect of disposals
-
0
(23)
(1)
(118)
(142)
At 30 April 2026
951
469
439
245
2,104
Carrying amount
At 30 April 2026
9,917
418
158
146
10,639
At 30 April 2025
10,085
495
212
145
10,937
CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
13
Tangible fixed assets
(Continued)
- 27 -
Company
Freehold land and buildings
£000s
Cost
At 1 May 2025 and 30 April 2026
4,500
Depreciation and impairment
At 1 May 2025 and 30 April 2026
-
0
Carrying amount
At 30 April 2026
4,500
At 30 April 2025
4,500

The property has been valued by Knight Frank LLP, an external, independent valuer with relevant experience of valuations of this nature. The market value is deemed to be the estimated amount for which a property should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion. Had the property been presented on an historic cost basis, the value of this property would be £2,650,000 (2025: £2,650,000).

14
Investment property
Group
Company
2026
2026
£000s
£000s
Fair value
At 1 May 2025 and 30 April 2026
2,900
-

A valuation of the investment property was carried out in August 2024 by Knight Frank LLP, an external, independent firm of Chartered Surveyors with relevant experience of valuations of this nature. A detailed appraisal was conducted to determine the market value of the investment property. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties. The Director still considers fair value to be appropriate at 30 April 2026 .

 

CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
- 28 -
15
Subsidiaries

Details of the company's subsidiaries at 30 April 2026 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Superior Wellness Limited
Superior House, Broombank Park, Chesterfield, S41 9RT
Ordinary
95.00
-
Chill Tubs Limited*
Superior House, Broombank Park, Chesterfield, S41 9RT
Ordinary
0
95.00
TheWELLNESSCOMPANY Limited*
Superior House, Broombank Park, Chesterfield, S41 9RT
Ordinary
0
95.00
Superior Wellness US Inc
Corporation Trust Center, 1209 Orange Street, New Castle, DE, 19801
Ordinary
0
95.00
Superior Wellness Portugal Limitada
Travessa do Eirado de Cima, Nº 52, Arcozelo 4410-510 Arcozelo Vng Vila Nova de Gaia Porto
Ordinary
0
95.00
RG Group Holdings LLC
Corporation Trust Center, 1209 Orange Street, New Castle, DE, 19801
Ordinary
0
95.00

* Subsidiaries that are exempt from audit by virtue of section 479A of the Companies Act 2006 with parental guarantee given by the company. The company registration numbers have been provided in relation to these exempt subsidiaries in note 30.

16
Stocks
Group
Company
2026
2025
2026
2025
£000s
£000s
£000s
£000s
Raw materials and consumables
468
247
-
-
Work in progress
54
42
-
-
Finished goods and goods for resale
13,881
7,363
-
0
-
0
14,403
7,652
-
-
17
Debtors
Group
Company
2026
2025
2026
2025
Amounts falling due within one year:
£000s
£000s
£000s
£000s
Trade debtors
1,538
1,370
-
0
1
Corporation tax recoverable
1,209
245
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
6,362
5,463
Other debtors
2,547
2,191
67
60
Prepayments and accrued income
1,144
814
-
0
-
0
6,438
4,620
6,429
5,524
CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
- 29 -
18
Creditors: amounts falling due within one year
Group
Company
2026
2025
2026
2025
Notes
£000s
£000s
£000s
£000s
Bank loans
20
505
552
505
483
Obligations under finance leases
21
22
22
-
0
-
0
Other borrowings
20
1,434
859
2
2
Trade creditors
7,667
4,741
-
0
-
0
Corporation tax payable
1,366
94
140
54
Other taxation and social security
639
550
-
0
-
0
Government grants
23
190
208
-
0
-
0
Other creditors
195
171
-
0
-
0
Accruals and deferred income
1,492
827
-
0
3
13,510
8,024
647
542
19
Creditors: amounts falling due after more than one year
Group
Company
2026
2025
2026
2025
Notes
£000s
£000s
£000s
£000s
Bank loans and overdrafts
20
4,460
4,536
4,460
3,950
Obligations under finance leases
21
50
72
-
0
-
0
4,510
4,608
4,460
3,950
20
Loans and overdrafts
Group
Company
2026
2025
2026
2025
£000s
£000s
£000s
£000s
Bank loans
4,965
5,088
4,965
4,433
Other loans
1,434
859
2
2
6,399
5,947
4,967
4,435
Payable within one year
1,939
1,411
507
485
Payable after one year
4,460
4,536
4,460
3,950

The aggregate amount of secured liabilities, secured on the assets of the group at the year end was £4,965,000 (2025: £5,088,000).

 

There are legal charges, incorporating fixed and floating charges over the assets owned by the group. There is also a cross-guarantee between group companies.

CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
- 30 -
21
Finance lease obligations
Group
Company
2026
2025
2026
2025
£000s
£000s
£000s
£000s
Future minimum lease payments due under finance leases:
Within one year
22
22
-
0
-
0
In two to five years
50
72
-
0
-
0
72
94
-
-
22
Deferred taxation

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

Liabilities
Liabilities
2026
2025
Group
£000s
£000s
Accelerated capital allowances
390
386
Property revaluations
462
463
852
849
Liabilities
Liabilities
2026
2025
Company
£000s
£000s
Accelerated capital allowances
180
178
Property revaluations
462
463
642
641
Group
Company
2026
2026
Movements in the year:
£000s
£000s
Liability at 1 May 2025
849
641
Charge to profit or loss
3
1
Liability at 30 April 2026
852
642
CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
- 31 -
23
Government grants
Group
Company
2026
2025
2026
2025
£000s
£000s
£000s
£000s
Deferred income for capital grants (included within creditors)
190
208
-
-
24
Retirement benefit schemes
2026
2025
Defined contribution schemes
£000s
£000s
Charge to profit or loss in respect of defined contribution schemes
72
59

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
2026
2025
2026
2025
Ordinary share capital
Number
Number
£000s
£000s
Ordinary shares of £1 each
2
2
-
-
26
Financial commitments, guarantees and contingent liabilities

At the year end, the company had pledged company guarantees in favour of Superior Wellness Limited, its subsidiary undertaking, limited to £nil (2025: £4,000,000).

27
Operating lease commitments
Lessor

At the reporting date, the group had contracted with tenants for the following minimum lease payments:

Group
Company
2026
2025
2026
2025
£000s
£000s
£000s
£000s
Within one year
177
160
-
602
Between two and five years
813
-
-
-
In over five years
37
-
-
-
1,027
160
-
602
CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
- 32 -
28
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2026
2025
2026
2025
£000s
£000s
£000s
£000s
Acquisition of tangible fixed assets
-
67
-
-
29
Related party transactions

R Carlin has a shareholding in Pulchra Homes Limited. As at 30 April 2026 there was £1,624,789 (2025: £1,360,761) due to the company included within other debtors. Interest on this loan is charged at market rate and is repayable on demand.

 

R Carlin and G Ward are directors of Rose Holly Properties Ltd. As at 30 April 2026 there was £194,361 (2025: £234,361) due to the company included within other debtors. Interest on this loan is charged at market rate and is repayable on demand.

 

G Ward is the ultimate shareholder of Wards Capital Limited. As at 30 April 2026 there was £472,140 (2025: £472,140) due to the company included within other debtors. Interest on this loan is charged at market rate and is repayable on demand.

 

During the year Superior Wellness Limited occupied premises owned by Carlin Group Limited. Total rent paid for the year amounted to £516,000 (2025: £342,750).

 

As at 30 April 2026 Superior Wellness Limited owed £689,486 (2025: £155,242) to Carlin Group Limited.

 

As at 30 April 2026, Superior Wellness Limited owed £nil (2025: £nil) to Carlin Property Limited.

 

30
Audit exemption provided to certain group subsidiaries

The company is providing certain subsidiaries (as disclosed in note 15 and which are included within these group consolidated financial statements) with guarantee of their respective debts in the form prescribed by Section 479A of the Companies Act 2006 ('the Act') such that they can claim exemption from requiring an audit in accordance with Section 479A of the Act. The guarantees cover all of the outstanding actual and contingent liabilities of these companies at 30 April 2026:

 

TheWELLNESSCOMPANY Limited - Company number 15162553

Chill Tubs Limited - Company number 14959138

 

CARLIN GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2026
- 33 -
31
Cash (absorbed by)/generated from group operations
2026
2025
£000s
£000s
Profit after taxation
2,378
417
Adjustments for:
Taxation charged
637
334
Finance costs
359
343
Investment income
(74)
(81)
(Gain)/loss on disposal of tangible fixed assets
(17)
1
Fair value gain on investment properties
-
0
(211)
Amortisation and impairment of intangible assets
37
34
Depreciation and impairment of tangible fixed assets
515
618
Movements in working capital:
Increase in stocks
(6,751)
(586)
Increase in debtors
(854)
(150)
Increase in creditors
3,704
2,015
Decrease in deferred income
(18)
(39)
Cash (absorbed by)/generated from operations
(84)
2,695
32
Analysis of changes in net debt - group
1 May 2025
Cash flows
Exchange rate movements
30 April 2026
£000s
£000s
£000s
£000s
Cash at bank and in hand
3,519
(850)
6
2,675
Borrowings excluding overdrafts
(5,947)
(452)
-
(6,399)
Obligations under finance leases
(94)
22
-
(72)
(2,522)
(1,280)
6
(3,796)
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