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Registered number: 05577238









Tibard Holdings Limited









Annual Report and Consolidated Financial Statements

For the year ended 31 January 2026

 
Tibard Holdings Limited
 
 
Company Information


Directors
I D Mitchell 
C D Shacklady 




Company secretary
C D Shacklady



Registered number
05577238



Registered office
Tibard House
Broadway

Dukinfield

Cheshire

SK16 4UU




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG




Bankers
National Westminster Bank plc
Market Place

Hyde

Cheshire

SK14 2LY





 
Tibard Holdings Limited
 

Contents



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditors' report
 
5 - 8
Consolidated statement of comprehensive income
 
9
Consolidated balance sheet
 
10
Company balance sheet
 
11
Consolidated statement of changes in equity
 
12
Company statement of changes in equity
 
13
Consolidated statement of cash flows
 
14 - 15
Consolidated analysis of net debt
 
15
Notes to the financial statements
 
16 - 37


 
Tibard Holdings Limited
 
 
Group Strategic Report
For the year ended 31 January 2026

Introduction
 
The Directors present the Strategic Report for the year ended 31 January 2026.

Review of the Year

The year ended 31 January 2026 was a transition period involving Direct Sale activity only for the trading subsidiaries, following the sale of Tibard's Rental/Laundry division to a National Laundry Provider in FY25, hence the reduction in Group Turnover from £10m to £7.6m in FY26.

Group EBITDA totalled £0.6m in FY26, falling from £6.1m in the prior year, due to £5.4m exceptional income arising on the sale of Tibard's rental division in FY25 - the consolidated financial statements for this financial year are somewhat distorted by the various changes year on year. Gross margin has increased from 27% to 35% due to Oliver Harvey contributing a higher proportion of Group sales year on year.

The Group's business continues to meet headwind on inflationary pressures, notably raw materials and labour, and the Senior Management Team is continuing with plans to mitigate these costs with innovative solutions across our Supply Chain and customer price increases where applicable.

Services

We continue with Investment into our core systems and standardisation procedures. We will continue to implement improvements across all our platforms to secure processes that protect  the stakeholders of our business.

Resources

We continue to develop and review existing supply routes and have engaged with several potential key supply partners to ensure continuity of supply.

Future developments
 
We continue to develop our Strategic Framework and adapt this to the needs of the business to deliver on our Mission and ensure its relevance to our current and future trading and market conditions.

Principal Risks and Uncertainties

The Group reviews risk regularly and considers its principal risks to be consumer confidence borne from high UK inflation, government tax policies, energy costs, world labour costs and the devaluation of sterling. These continue to impact our core Hospitality markets.

The current government's policies on Employers' National Insurance contributions, together with National Minimum Wage
increases have impacted not only costs, but also the confidence within the market.

Financial key performance indicators
 
Key performance indicators of the group continue to be EBITDA (reported above), turnover, gross profit and gross margin.                              

2026
2025
2024
2023
2022

Turnover (£)

7,604,455

9,976,386

12,960,306
 
13,263,269
 
10,715,099

Gross profit (£)

2,692,446

2,734,742

3,228,343
 
3,579,895
 
2,720,013

Gross profit margin (%)

35

27

25
 
27
 
25


Page 1

 
Tibard Holdings Limited
 

Group Strategic Report (continued)
For the year ended 31 January 2026


This report was approved by the board and signed on its behalf.


I D Mitchell
Director

Date: 6 October 2026

Page 2

 
Tibard Holdings Limited
 
 
 
Directors' Report
For the year ended 31 January 2026

The directors present their report and the financial statements for the year ended 31 January 2026.

Directors' responsibilities statement

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and the Group and of the profit or loss of the Group for that period.

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


∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £157,468 (2025 - profit £4,481,106).

Particulars of dividends paid are detailed in note 14 to the accounts.

The directors do not recommend the payment of a final dividend.

Amounts totalling £550,000 (2025: £7,572,230) were distributed to Tibard Employee Ownership Trust during the year.

Directors

The directors who served during the year were:

I D Mitchell 
C D Shacklady 

Environmental matters

The group recognises the importance of environmental responsibilities, monitors its impact on the environment and designs and implements policies to reduce any damage that might be caused by the activities of the group. The group operates in accordance with policies which are designed to minimise the group's impact on the environment, including safe disposal of manufacturing waste, recycling and reducing energy consumption.

Page 3

 
Tibard Holdings Limited
 
 
 
Directors' Report (continued)
For the year ended 31 January 2026

Financial instruments

The group endeavours whenever possible to make sales in UK currency. EU sales are increasingly conducted in Euro and during the year, the group entered into a foreign currency forward contract to mitigate the risks arising from currency exposure.

Matters covered in the strategic report

The Strategic Report contains details of the likely future developments within the group.

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 


I D Mitchell
Director

Date: 6 October 2026

Page 4

 
Tibard Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Tibard Holdings Limited
 

Opinion


We have audited the financial statements of Tibard Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 January 2026, which comprise the consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 January 2026 and of the Group's loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.


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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 5

 
Tibard Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Tibard Holdings Limited (continued)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


∙the information given in the group strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the group strategic report and the directors' report have been prepared in accordance with applicable legal requirements.


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 its environment obtained in the course of the audit, we have not identified material misstatements in the group 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:


∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 3, 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 the 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 the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
Tibard Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Tibard Holdings Limited (continued)


Auditors' 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 auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities

In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud. 
∙Supporting documentation relating to the Company's policies and procedures for: 
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements and Anti-bribery and Corruption.
 
Audit response to risks identified

Our procedures to respond to the risks identified included the following:

∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
∙Reading minutes of meetings of those charged with governance.

 
Page 7

 
Tibard Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Tibard Holdings Limited (continued)


We have also considered the risk of fraud through management override of controls by:

∙Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
 
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  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 collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.


Anthony Woodings (senior statutory auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

6 October 2026
Page 8

 
Tibard Holdings Limited
 
 
Consolidated Statement of Comprehensive Income
For the year ended 31 January 2026

Continuing operations
Discontin'd operations
Total
Continuing operations
Discontinued operations
Total
2026
2026
2026
2025
2025
2025
Note
£
£
£
£
£
£

  

Turnover
 4 
7,604,455
-
7,604,455
7,759,506
2,216,880
9,976,386

Cost of sales
  
(4,912,009)
-
(4,912,009)
(5,485,772)
(1,755,872)
(7,241,644)

Gross profit
  
2,692,446
-
2,692,446
2,273,734
461,008
2,734,742

Administrative expenses
  
(2,693,971)
-
(2,693,971)
(1,971,031)
(588,671)
(2,559,702)

Other operating income
 5 
1,662
-
1,662
2,480
-
2,480

Operating profit
 6 
137
-
137
305,183
(127,663)
177,520

Interest receivable and similar income
 10 
23,402
-
23,402
99,450
-
99,450

Interest payable and similar expenses
 11 
(50,878)
-
(50,878)
(63,392)
-
(63,392)

Exceptional income
 12 
-
-
-
-
5,436,218
5,436,218

(Loss)/profit before taxation
  
(27,339)
-
(27,339)
341,241
5,308,555
5,649,796

Tax on (loss)/profit
 13 
(130,129)
-
(130,129)
(134,536)
(1,034,154)
(1,168,690)

(Loss)/profit for the financial year
  
(157,468)
-
(157,468)
206,705
4,274,401
4,481,106

  

The notes on pages 16 to 37 form part of these financial statements.

Page 9

 
Tibard Holdings Limited
Registered number: 05577238

Consolidated Balance Sheet
As at 31 January 2026

2026
2025
Note
£
£

Fixed assets
  

Intangible assets
 15 
2,864,472
3,315,433

Tangible assets
 16 
1,407,936
1,527,276

  
4,272,408
4,842,709

Current assets
  

Stocks
 18 
1,030,214
1,411,074

Debtors: amounts falling due within one year
 19 
886,440
1,342,277

Cash at bank and in hand
 20 
636,111
1,024,965

  
2,552,765
3,778,316

Creditors: amounts falling due within one year
 21 
(1,746,299)
(2,740,186)

Net current assets
  
 
 
806,466
 
 
1,038,130

Total assets less current liabilities
  
5,078,874
5,880,839

Creditors: amounts falling due after more than one year
 22 
(556,138)
(645,561)

Provisions for liabilities
  

Deferred taxation
 24 
(37,131)
(42,205)

Net assets
  
4,485,605
5,193,073


Capital and reserves
  

Called up share capital 
 25 
231
231

Share premium account
 26 
2,756,204
2,756,204

Merger reserve
 26 
5,519,134
5,519,134

Profit and loss account
 26 
(3,789,964)
(3,082,496)

  
4,485,605
5,193,073


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

I D Mitchell
Director

Date: 6 October 2026

The notes on pages 16 to 37 form part of these financial statements.

Page 10

 
Tibard Holdings Limited
Registered number: 05577238

Company Balance Sheet
As at 31 January 2026

2026
2025
Note
£
£

Fixed assets
  

Investments
 17 
11,218,424
11,218,424

Current assets
  

Debtors: amounts falling due within one year
 19 
100
100

Total assets less current liabilities
  
 
 
11,218,524
 
 
11,218,524

  

Creditors: amounts falling due after more than one year
 22 
(2,313,069)
(2,316,069)

  

Net assets
  
8,905,455
8,902,455


Capital and reserves
  

Called up share capital 
 25 
231
231

Share premium account
 26 
2,756,204
2,756,204

Merger reserve
 26 
5,519,134
5,519,134

Profit and loss account brought forward
  
626,886
709,736

Profit for the year
  
553,000
7,661,163

Other changes in the profit and loss account

  

(550,000)
(7,744,013)

Profit and loss account carried forward
  
629,886
626,886

  
8,905,455
8,902,455


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

I D Mitchell
Director

Date: 6 October 2026

The notes on pages 16 to 37 form part of these financial statements.

Page 11

 
Tibard Holdings Limited
 

Consolidated Statement of Changes in Equity
For the year ended 31 January 2026


Called up share capital
Share premium account
Merger reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 February 2025
231
2,756,204
5,519,134
(3,082,496)
5,193,073


Comprehensive income for the year

Loss for the year
-
-
-
(157,468)
(157,468)
Total comprehensive income for the year
-
-
-
(157,468)
(157,468)

Distributions to Tibard Employee Ownership Trust
-
-
-
(550,000)
(550,000)


Total transactions with owners
-
-
-
(550,000)
(550,000)


At 31 January 2026
231
2,756,204
5,519,134
(3,789,964)
4,485,605



Consolidated Statement of Changes in Equity
For the year ended 31 January 2025


Called up share capital
Share premium account
Other reserves
Merger reserve
Profit and loss account
Total equity

£
£
£
£
£
£

At 1 February 2024
101
2,420,594
199,194
-
180,411
2,800,300


Comprehensive income for the year

Profit for the year
-
-
-
-
4,481,106
4,481,106
Total comprehensive income for the year
-
-
-
-
4,481,106
4,481,106

Dividends: Equity capital
-
-
-
-
(171,783)
(171,783)

Shares issued during the year
130
335,610
-
-
-
335,740

Distributions to Tibard Employee Ownership Trust
-
-
-
-
(7,572,230)
(7,572,230)

Exercise of EMI scheme shares
-
-
(199,194)
-
-
(199,194)

Merger reserve
-
-
-
5,519,134
-
5,519,134


Total transactions with owners
130
335,610
(199,194)
5,519,134
(7,744,013)
(2,088,333)


At 31 January 2025
231
2,756,204
-
5,519,134
(3,082,496)
5,193,073


The notes on pages 16 to 37 form part of these financial statements.

Page 12

 
Tibard Holdings Limited
 

Company Statement of Changes in Equity
For the year ended 31 January 2026


Called up share capital
Share premium account
Merger reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 February 2025
231
2,756,204
5,519,134
626,886
8,902,455


Comprehensive income for the year

Profit for the year
-
-
-
553,000
553,000
Total comprehensive income for the year
-
-
-
553,000
553,000

Distributions to Tibard Employee Ownership Trust
-
-
-
(550,000)
(550,000)


Total transactions with owners
-
-
-
(550,000)
(550,000)


At 31 January 2026
231
2,756,204
5,519,134
629,886
8,905,455



Company Statement of Changes in Equity
For the year ended 31 January 2025


Called up share capital
Share premium account
Other reserves
Merger reserve
Profit and loss account
Total equity

£
£
£
£
£
£

At 1 February 2024
101
2,420,594
199,194
-
709,736
3,329,625


Comprehensive income for the year

Profit for the year
-
-
-
-
7,661,163
7,661,163
Total comprehensive income for the year
-
-
-
-
7,661,163
7,661,163

Dividends: Equity capital
-
-
-
-
(171,783)
(171,783)

Shares issued during the year
130
335,610
-
-
-
335,740

Distributions to Tibard Employee Ownership Trust
-
-
-
-
(7,572,230)
(7,572,230)

Exercise of EMI scheme shares
-
-
(199,194)
-
-
(199,194)

Merger reserve
-
-
-
5,519,134
-
5,519,134


Total transactions with owners
130
335,610
(199,194)
5,519,134
(7,744,013)
(2,088,333)


At 31 January 2025
231
2,756,204
-
5,519,134
626,886
8,902,455


The notes on pages 16 to 37 form part of these financial statements.

Page 13

 
Tibard Holdings Limited
 

Consolidated Statement of Cash Flows
For the year ended 31 January 2026

2026
2025
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(157,468)
4,481,106

Adjustments for:

Amortisation of intangible assets
450,961
252,281

Depreciation of tangible assets
146,766
436,949

Loss on disposal of tangible assets
-
738,796

Government grants
(1,662)
-

Interest paid
50,878
63,392

Interest received
(23,402)
(99,450)

Taxation charge
130,129
1,286,827

Decrease in stocks
380,860
169,607

Decrease in debtors
455,837
1,073,586

Decrease in creditors
(481,627)
(1,790,568)

Corporation tax paid
(608,600)
(977,883)

Net cash generated from operating activities

342,672
5,634,643


Cash flows from investing activities

Purchase of tangible fixed assets
(27,426)
(300,354)

Sale of tangible fixed assets
-
1

Government grants received
1,662
-

Interest received
23,402
99,450

Net cash from/(used in) investing activities

(2,362)
(200,903)

Cash flows from financing activities

Issue of ordinary shares
-
136,450

Repayment of loans
(128,286)
(124,872)

Repayment of other loans
-
(285,270)

Dividends paid
-
(171,783)

Interest paid
(50,878)
(63,392)

Contribution to EOT scheme
(550,000)
(7,572,230)

Cash acquired on acquisition
-
3,101,257

Net cash used in financing activities
(729,164)
(4,979,840)

Net (decrease)/increase in cash and cash equivalents
(388,854)
453,900

Cash and cash equivalents at beginning of year
1,024,965
571,065

Cash and cash equivalents at the end of year
636,111
1,024,965

Page 14

 
Tibard Holdings Limited
 

Consolidated Statement of Cash Flows (continued)
For the year ended 31 January 2026


2026
2025

£
£


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
636,111
1,024,965



Consolidated Analysis of Net Debt
For the year ended 31 January 2026




At 1 February 2025
Cash flows
At 31 January 2026
£

£

£

Cash at bank and in hand

1,024,965

(388,854)

636,111

Debt due after 1 year

(645,561)

89,423

(556,138)

Debt due within 1 year

(127,089)

38,863

(88,226)


252,315
(260,568)
(8,253)

The notes on pages 16 to 37 form part of these financial statements.

Page 15

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

1.


General information

Tibard Holdings Limited is a private company limited by shares and incorporated in England.  The registered office and principal place of business is Tibard House, Broadway, Dukinfield, Cheshire, SK16 4UU. The nature of the company's operations and its principal activity is that of a holding company. The company's registered number is 05577238.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

Parent Company, disclosure exemptions

In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:

•  No Statement of Cash Flows has been presented for the parent Company,;

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 16

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods (Direct sales)

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

These conditions are usually satisfied as the point that the customer has signed for the delivery of goods.

Rental contracts

Revenue from a contract to provide services is recognised in the period in which the services are provided. The services predominantly include the rental of garments.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Page 17

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

2.Accounting policies (continued)

 
2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 18

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 19

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

2.Accounting policies (continued)

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line or reducing balance method as indicated below.

Depreciation is provided on the following basis:

Freehold property
-
4.5% straight line
Leasehold property
-
4.5% straight line
Plant and machinery
-
20% reducing balance
Fixtures and fittings
-
15-33% reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 20

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

2.Accounting policies (continued)

 
2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 21

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

2.Accounting policies (continued)

 
2.21

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
 
Page 22

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

2.Accounting policies (continued)


2.21
Financial instruments (continued)


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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

 
2.22

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 23

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions. 

The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material difference to the carrying amounts of the assets and liabilities within the next financial year.


4.


Turnover

An analysis of turnover by class of business is as follows:


2026
2025
£
£

Sale of goods
7,595,435
7,759,506

Rental of uniforms and provision of laundry services
9,020
2,216,880

7,604,455
9,976,386


Analysis of turnover by country of destination:

2026
2025
£
£

United Kingdom
7,554,436
9,897,007

Rest of the world
50,019
79,379

7,604,455
9,976,386



5.


Other operating income

2026
2025
£
£

Government grants receivable
1,662
2,480




Page 24

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

6.


Operating profit

The operating profit is stated after charging/(crediting):

2026
2025
£
£

Depreciation of tangible fixed assets
146,766
444,466

Amortisation of intangible assets, including goodwill
450,961
68,578

Exchange differences
(1,356)
6,671

Operating lease rentals - land and buildings
99,311
90,000

Operating lease rentals - other
60,313
68,134

Cost of defined contribution scheme
107,894
178,476


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2026
2025
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
24,250
27,000

2026
2025
£
£

Fees payable to the Group's auditor and its in respect of:


Other services relating to taxation
4,725
40,020

All other services
678
256,052

Page 25

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2026
2025
£
£


Wages and salaries
1,961,834
2,194,777

Social security costs
238,230
220,922

Cost of defined contribution scheme
107,894
151,476

2,307,958
2,567,175


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2026
        2025
        2026
        2025
            No.
            No.
            No.
            No.









Production
50
51
-
-



Administrative
19
27
-
-



Directors
2
4
2
2

71
82
2
2


9.


Directors' remuneration

2026
2025
£
£

Directors' emoluments
357,594
391,377

Group contributions to defined contribution pension schemes
40,910
48,369

398,504
439,746


Key management remuneration totalled £398,504 (2025: £482,301).

During the year retirement benefits were accruing to 2 directors
 (2025 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £219,896 (2025 - £139,893).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £26,463 (2025 - £13,656).

Page 26

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

10.


Interest receivable

2026
2025
£
£


Other interest receivable
23,402
99,450


11.


Interest payable and similar expenses

2026
2025
£
£


Bank interest payable
46,230
63,392

Other interest payable
4,648
-

50,878
63,392


12.


Exceptional items

2026
2025
£
£

Profit on the sale of Tibard Limited's rental division
-
5,436,218


This was a one-off event in the prior year on the sale of the rental division.


13.


Taxation


2026
2025
£
£

Corporation tax


Current tax on profits for the year
135,203
1,363,589


Total current tax
135,203
1,363,589

Deferred tax


Origination and reversal of timing differences
(5,074)
(194,899)

Total deferred tax
(5,074)
(194,899)
Page 27

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026
 
13.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2025 - higher than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below:

2026
2025
£
£


(Loss)/profit on ordinary activities before tax
(27,339)
5,649,796


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)
(6,835)
1,412,449

Effects of:


Non-tax deductible amortisation of goodwill and impairment
112,740
63,070

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
2,063
121,041

Share scheme deduction
-
(450,741)

Ineligible depreciation
22,161
22,061

Other differences leading to an increase (decrease) in the tax charge
-
810

Total tax charge for the year
130,129
1,168,690


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


14.


Dividends

2026
2025
£
£


Dividends paid on equity capital
-
171,783

Page 28

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

15.


Intangible assets

Group





Goodwill

£



Cost


At 1 February 2025
7,300,423



At 31 January 2026

7,300,423



Amortisation


At 1 February 2025
3,984,990


Charge for the year
450,961



At 31 January 2026

4,435,951



Net book value



At 31 January 2026
2,864,472



At 31 January 2025
3,315,433

Amortisation of intangible assets is included in administrative expenses. Consolidated goodwill has a carrying value of £546,533 for Tibard Limited and £2,317,939 for Oliver Harvey with a remaining amortisation period of 3 years and 8 years respectively.

No impairment losses on intangible assets have been recognised in the statement of comprehensive income during the period.



Page 29

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

16.


Tangible fixed assets

Group






Freehold property
Long-term leasehold property
Plant and machinery
Fixtures and fittings
Total

£
£
£
£
£



Cost or valuation


At 1 February 2025
1,824,203
225,495
447,345
462,851
2,959,894


Additions
-
-
4,549
22,877
27,426



At 31 January 2026

1,824,203
225,495
451,894
485,728
2,987,320



Depreciation


At 1 February 2025
554,158
159,261
342,266
376,933
1,432,618


Charge for the year
82,089
10,147
21,144
33,386
146,766



At 31 January 2026

636,247
169,408
363,410
410,319
1,579,384



Net book value



At 31 January 2026
1,187,956
56,087
88,484
75,409
1,407,936



At 31 January 2025
1,270,045
66,234
105,079
85,918
1,527,276

Page 30

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

17.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 February 2025
11,218,424



At 31 January 2026
11,218,424





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Tibard Limited
Tibard House, Broadway, Dukinfield, Cheshire, SK16 4UU.
Manufacture and direct sale of workwear
Ordinary
100%
Oliver Harvey Limited
Tibard House, Broadway, Dukinfield, Cheshire, SK16 4UU.
Direct sale of workwear
Ordinary
100%


18.


Stocks

Group
Group
2026
2025
£
£

Raw materials and consumables
63,113
92,115

Work in progress (goods to be sold)
25,167
45,283

Finished goods and goods for resale
941,934
1,273,676

1,030,214
1,411,074


The carrying value of stocks are stated net of impairment losses totalling £10,221 (2025 - £61,339). Impairment losses totalling £10,221 (2025 - £61,339) were recognised in profit and loss.

Page 31

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

19.


Debtors



Group
Group
Company
Company
2026
2025
2026
2025
£
£
£
£


Trade debtors
794,240
1,229,820
-
-

Other debtors
3,948
3,883
-
-

Called up share capital not paid
100
100
100
100

Prepayments and accrued income
88,152
108,474
-
-

886,440
1,342,277
100
100



20.


Cash and cash equivalents

Group
Group
2026
2025
£
£

Cash at bank and in hand
636,111
1,024,965

636,111
1,024,965



21.


Creditors: Amounts falling due within one year

Group
Group
2026
2025
£
£

Bank loans
88,226
127,089

Trade creditors
647,366
1,090,304

Corporation tax
135,203
608,600

Other taxation and social security
193,416
191,258

Other creditors
27,266
30,049

Accruals and deferred income
654,822
692,886

1,746,299
2,740,186


The bank overdraft is secured by an unscheduled mortgage debenture dated 30 September 2005 with National Westminster Bank Plc.

Bank loans are secured by way of a legal charge over Tibard Limited's property at Units 36 & 37, Globe Lane Industrial Estate, Broadway, Dukinfield, SK16 4UU, and  a fixed charge over other assets of Tibard Limited.

Page 32

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

22.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2026
2025
2026
2025
£
£
£
£

Bank loans
556,138
645,561
-
-

Amounts owed to group undertakings
-
-
2,313,069
2,316,069

556,138
645,561
2,313,069
2,316,069


Amounts owed to group undertakings are interest-free and unsecured.

Bank loans are secured by way of a legal charge over Tibard Limited's property at Units 36 & 37, Globe Lane Industrial Estate, Broadway, Dukinfield, SK16 4UU, and  a fixed charge over other assets of Tibard Limited.


23.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2026
2025
£
£

Amounts falling due within one year

Bank loans
88,226
127,089

Amounts falling due 1-2 years

Bank loans
33,189
89,423

Amounts falling due 2-5 years

Bank loans
113,625
106,440

Amounts falling due after more than 5 years

Bank loans
409,324
449,698

644,364
772,650


The Group had the following loans outstanding at 31 January 2026.

1) A bank loan with £586,030 outstanding, repayable by monthly instalments and a final instalment of an amount sufficient to repay the remaining loan and interest in August 2038. The interest rate on the loan is 2.3% per annum above Base Rate. 

2) A bank loan with £58,333 outstanding, which is repayable over the period to August 2026. The interest rate on this loan is 2.96% above base rate.

Page 33

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

24.


Deferred taxation


Group



2026


£






At beginning of year
(42,205)


Credited/(charged) to profit or loss
5,074



At end of year
(37,131)

Company







At beginning of year
-



At end of year
-
The provision for deferred taxation is made up as follows:

Group
Group
2026
2025
£
£

Accelerated capital allowances
(38,904)
(44,558)

Other timing differences
1,773
2,353

(37,131)
(42,205)


25.


Share capital

2026
2025
£
£
Allotted, called up and fully paid



13,138 (2025 - 13,138) Ordinary A shares of £0.01 each
131
131
5,000 (2025 - 5,000) Ordinary B shares of £0.01 each
50
50
5,000 (2025 - 5,000) Ordinary C shares of £0.01 each
50
50

231

231

Page 34

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

25.Share capital (continued)

The A Ordinary shares shall be subject to the options granted to certain of the Group's employees from time to time and rank pari passu in all respects.

The A Ordinary shares, B Ordinary shares and C Ordinary shares entitle the holders thereof to the following rights:

(a) Dividends - the Company shall apply any profits to the holders of the A Ordinary shares, B Ordinary shares and/or C Ordinary shares as the directors resolve (at their discretion, on just one of these class of shares to the exclusion of the other classes, or in respect of all of these classes of shares).

(b) Capital - the holders of the A Ordinary shares, B Ordinary shares and C Ordinary shares shall be entitled to share in any capital return (be it on a share sale, asset sale, return of assets on liquidation, reduction of capital or otherwise) pro rata to the number of shares held by each of them in the capital of the Company. 

(c) Voting in general meetings - the holders of the A Ordinary shares, B Ordinary shares and C Ordinary shares  shall be entitled to receive notice of, and to attend and vote at, general meetings of the Company in accordance with Article 9 of the Written Resolutions of the Company. Subject to any rights or restrictions attached to any shares and to any other provisions of these articles, on a show of hands every member present in person or by proxy shall have one vote, unless the proxy is himself a member entitled to vote and on a poll every member present in person or by proxy shall have one vote for every share for which he is the holder.



26.


Reserves

Share premium account

Share premium account includes any premiums received on issue of share capital.  Any transaction costs associated with the issuing of shares are deducted from share premium.

Other reserve

The other reserve comprises the share-based payments reserve.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses, net of dividends.

Merger Reserve

A merger reserve arose on a business combination that was accounted for as a merger in accordance with UK GAAP.


27.


Share-based payments

In August 2017, the parent company Tibard Holdings Limited introduced a Share Option Plan for key management personnel of Tibard Limited. Share options were granted in August 2017 and April 2020, and EMI share options in respect of 673 Ordinary A shares were granted in April 2022.

The share options vested immediately on grant and were exercisable at any time prior to a sale, asset sale or listing. The options could lapse in various circumstances, with the latest date being the tenth anniversary of the option agreement. The share options were exercised during the prior period, on 25 October 2024.

Page 35

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

28.


Discontinued operations

In the prior year, on 1 July 2024, Tibard Limited sold its rental sales division, which represented a separate major line of the group's business. The division contributed £2.22m of revenue and a loss before tax of £128k in the year ended 31 January 2025. The group's gain on disposal was £5.44m.




29.


Contingent liabilities

The company is party to a cross guarantee dated 15 February 2012 with group companies, Tibard Limited and Oliver Harvey Limited, in relation to all legal mortgages, life policies and mortgage debentures. At the year end the amount outstanding under this guarantee was £nil (2025: £nil). 

A guarantee exists in favour of a supplier for £115,000 (
2025: £115,000).


30.


Pension commitments

The group operates a defined contribution pension scheme.  The assets of the scheme are held separately from those of the group in an independently administered fund.  The pension cost charge represents contributions payable by the group to the fund and amounted to £107,894 (2025: £178,476). Contributions totalling £7,091 (2025: £9,411) were payable to the fund at the balance sheet date. 


31.


Commitments under operating leases

At 31 January 2026 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2026
2025
£
£

Buildings

Not later than 1 year
100,000
90,000

Later than 1 year and not later than 5 years
266,664
330,000

366,664
420,000


Group
Group
2026
2025
£
£

Other

Not later than 1 year
41,493
56,300

Later than 1 year and not later than 5 years
37,562
60,958

79,055
117,258

Page 36

 
Tibard Holdings Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 January 2026

32.


Related party transactions

The Group paid rent to Tibard's retirement benefits scheme totalling £99,311 (2025: £90,000) and £15,586 was outstanding at the balance sheet date (2025: £7,500).

The directors have chosen not to disclose transactions entered into with other companies wholly owned within the group as permitted under FRS 102 paragraph 33.1A.

From the beginning of the prior period until 29 October 2024, Oliver Harvey Limited was considered to be a related party by virtue of having common directors. At this date, Oliver Harvey was acquired by Tibard Holdings and consolidated into the group, and so transactions after this date were not disclosed. 

The transactions in the prior year up to 29 October 2024 are detailed below: 

The Group made sales to a company with common directors totalling £154,878. The Group also raised management charges and recharged costs to this company totalling £87,750. The Group made purchases from a company with common directors totalling £14,009.


33.


Controlling party

Tibard Employee Ownership Trust is the controlling party, an Employee Ownership Trust by virtue of its 100% stake in Tibard Holdings Limited.

 
Page 37