ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 08631312

SEBNINI HOLDINGS LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

SEBNINI HOLDINGS LTD

COMPANY INFORMATION

Directors	G Schyberg
	S Schyberg (appointed 25 August 2026)


Registered number	08631312


Registered office	3b Flightpath Farm
	Broadbridge Lane
	Burstow
	Surrey
	RH6 9RF


Independent auditors	Barnes Roffe Audit Limited
	Chartered Accountants & Statutory Auditors
	Charles Lake House
	Claire Causeway
	Crossways Business Park
	Dartford
	Kent
	DA2 6QA


Bankers	HSBC
	139A North End
	Croydon
	Surrey
	CR0 1TN

SEBNINI HOLDINGS LTD

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
Notes to the financial statements	15 - 29

SEBNINI HOLDINGS LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2026

Introduction

The director presents the company strategic report accompanying the financial statements for the year ended 30 June 2026.

Business review

Performance for the year ended 30 June 2026 was in accordance with expectations, with trade continuing to be at a good level. Key performance indicators include:

    2026 2025 2024   2023   2022
Turnover   £27.6m £33.8m £25.7m £19.2m £23.2m
Gross Profit  £7.6m £9.1m £7.6m £4.0m £3.3m
Profit before tax   £6.5m £7.8m £6.8m £3.2m £2.3m

Turnover decreased from the year ended 30 June 2025 to the year ended 30 June 2026. This decrease was reflective of some overstocking by key customers in 2025.

Other key items to note include:
- The level of stocks held as of 30 June 2026 of £826K (2025 £2.9m).
- As a result of revised terms with our customers and profit retention decisions, working capital requirements have eased, and the level of cash reserves has increased, allowing the significant settlement of intercompany balances while continuing the policy of substantially retaining cash reserves within the group.
- Prepayments remain high at year-end due to the requirement to pay deposits to suppliers in the build-up
to increased seasonal activity for the Christmas period.
- The accounts have been prepared on the going concern basis.

Principal risks and uncertainties

The key business risk and uncertainty affecting the group relates to the overall strength of the UK economy and global supply chains.

Other key business risks and uncertainties include competition from national and international resellers, new product introductions, and sterling fluctuation against other currencies. Currency fluctuation is carefully managed by securing long-term exchange rates. The group continues to monitor the US tariffs imposed on goods imported from China and other regions, which may have an impact on its US business. Antidumping duties (ADD) were introduced on imports of candles imported from China into the EU during the period under review, and as a result, supply was purchased from other territories not affected by the ADD. We are aware of the possibility of further expansion of ADD. The group is in a strong position to mitigate these risks.

Other key performance indicators

Given the straight forward nature of the business the director is of the opinion that the key KPI's are turnover, gross profit and net profit as covered in the business review, and analysis using other KPI's is not necessary for an understanding of the development, performance or position of the business.

Page 1

SEBNINI HOLDINGS LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2026

This report was approved by the board on 6 October 2026 and signed on its behalf.

G Schyberg

Director

Page 2

SEBNINI HOLDINGS LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 JUNE 2026

The directors present their report and the financial statements for the year ended 30 June 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;

∙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 profit for the year, after taxation, amounted to £4,869,265 (2025 - £5,793,839).

Dividends of £232,000 (2025: £125,000) were declared during the year.

Director

The director who served during the year was:

G Schyberg

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.

Page 3

SEBNINI HOLDINGS LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2026

Auditors

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

This report was approved by the board on 6 October 2026 and signed on its behalf.

G Schyberg

Director

Page 4

SEBNINI HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SEBNINI HOLDINGS LTD

Opinion

We have audited the financial statements of Sebnini Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 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 30 June 2026 and of the Group's profit 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

SEBNINI HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SEBNINI HOLDINGS LTD (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.

Page 6

SEBNINI HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SEBNINI HOLDINGS LTD (CONTINUED)

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.

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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows:

• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
• We identified the laws and regulations applicable to the Group through discussion with directors and other management, and from our commercial knowledge and experience of the retail and distribution sector in which the Group operates;
• The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, are as follows;
o Companies Act 2006
o FRS102
o Health and Safety legislation
o Employment legislation
o Tax legislation
o ISO 9001
o Product specific standards and certification

• We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing board minutes and inspecting relevant correspondence; and
• Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of non-compliance throughout the audit.
• As auditors of all significant subsidiaries to the Group, we were able to cover the above matters at a
   group and component level and thereby ensure the audit team were aware of the above matters across
   the Group.

We assessed the susceptibility of the Group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:
• Making enquires management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud;
• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations
• Reviewing the financial statements and testing the disclosures against supporting documentation;

Page 7

SEBNINI HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SEBNINI HOLDINGS LTD (CONTINUED)

• Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
• Inspecting and testing journal entries to identify unusual or unexpected transactions;
• Assessing whether judgement and assumptions made in determining significant accounting estimates, including stock provisions and bad debt provisions, were indicative of management bias; and
• Investigating the rationale behind significant transactions, or transactions that are unusual or outside the Group's usual course of business.

The areas that we identified as being susceptible to misstatement through fraud were:

• Management bias in the estimates and judgements made;
• Management override of controls; and
• Posting of unusual journals or transactions.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Ben Bradley (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants & Statutory Auditors

Statutory Auditor

Charles Lake House

Claire Causeway

Crossways Business Park

Dartford

Kent

DA2 6QA

8 October 2026

Page 8

SEBNINI HOLDINGS LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2026

	2026	2025
Note	£	£


Turnover	4	27,563,489	33,798,512
Cost of sales		(19,964,449)	(24,726,600)
Gross profit		7,599,040	9,071,912
Administrative expenses		(1,733,863)	(1,716,130)
Other operating income	5	2,781	44,653
Operating profit	6	5,867,958	7,400,435
Interest receivable and similar income	10	629,569	371,440
Interest payable and similar expenses	11	(41)	(13,891)
Profit before taxation		6,497,486	7,757,984
Tax on profit	12	(1,628,221)	(1,964,145)
Profit for the financial year		4,869,265	5,793,839

Profit for the year attributable to:
Owners of the parent company	4,869,265	5,793,839
	4,869,265	5,793,839

There were no recognised gains and losses for 2026 or 2025 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2026 (2025:£NIL).

The notes on pages 15 to 29 form part of these financial statements.

Page 9

SEBNINI HOLDINGS LTD

REGISTERED NUMBER: 08631312

CONSOLIDATED BALANCE SHEET

AS AT 30 JUNE 2026

		2026		2025
Note		£		£

Fixed assets
Tangible assets	14		316,327		379,598
			316,327		379,598
Current assets
Stocks	16	825,840		2,919,273
Debtors: amounts falling due within one year	17	10,728,353		7,339,815
Cash at bank and in hand	18	16,529,904		12,459,286
		28,084,097		22,718,374
Creditors: amounts falling due within one year	19	(2,019,861)		(1,376,429)
Net current assets			26,064,236		21,341,945
Total assets less current liabilities			26,380,563		21,721,543
Provisions for liabilities
Deferred taxation	20	(29,107)		(7,352)
			(29,107)		(7,352)
Net assets excluding pension asset			26,351,456		21,714,191
Net assets			26,351,456		21,714,191

Capital and reserves
Called up share capital	21	100	100
Profit and loss account		26,351,356	21,714,091
Equity attributable to owners of the parent company		26,351,456	21,714,191
		26,351,456	21,714,191

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 October 2026.

G Schyberg

Director

The notes on pages 15 to 29 form part of these financial statements.

Page 10

SEBNINI HOLDINGS LTD

REGISTERED NUMBER: 08631312

COMPANY BALANCE SHEET

AS AT 30 JUNE 2026

		2026		2025
Note		£		£

Fixed assets
Investments	15		100		100
			100		100
Current assets
Debtors: amounts falling due within one year	17	4,339,468		4,327,500
Cash at bank and in hand	18	15,365,712		8,526,264
		19,705,180		12,853,764
Creditors: amounts falling due within one year	19	(2,470,220)		(35,904)
Net current assets			17,234,960		12,817,860
Total assets less current liabilities			17,235,060		12,817,960


Net assets			17,235,060		12,817,960

Capital and reserves
Called up share capital	21	100	100
Profit and loss account		17,234,960	12,817,860
		17,235,060	12,817,960

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 October 2026.

G Schyberg

Director

The notes on pages 15 to 29 form part of these financial statements.

Page 11

SEBNINI HOLDINGS LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2026

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 July 2025	100	21,714,091	21,714,191

Profit for the year	-	4,869,265	4,869,265
Dividends: Equity capital	-	(232,000)	(232,000)
At 30 June 2026	100	26,351,356	26,351,456

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 July 2024	100	16,045,252	16,045,352

Profit for the year	-	5,793,839	5,793,839
Dividends: Equity capital	-	(125,000)	(125,000)
At 30 June 2025	100	21,714,091	21,714,191

The notes on pages 15 to 29 form part of these financial statements.

Page 12

SEBNINI HOLDINGS LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2026

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 July 2025	100	12,817,860	12,817,960

Profit for the year	-	4,649,100	4,649,100
Dividends: Equity capital	-	(232,000)	(232,000)
At 30 June 2026	100	17,234,960	17,235,060

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 July 2024	100	8,510,148	8,510,248

Profit for the year	-	4,432,712	4,432,712
Dividends: Equity capital	-	(125,000)	(125,000)
At 30 June 2025	100	12,817,860	12,817,960

The notes on pages 15 to 29 form part of these financial statements.

Page 13

SEBNINI HOLDINGS LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2026

			2026	2025
			£	£

Cash flows from operating activities
Profit for the financial year	4,869,265	5,793,839
Adjustments for:
Depreciation of tangible assets	127,314	95,495
Interest paid	41	13,891
Interest received	(629,569)	(371,440)
Taxation charge	1,628,106	1,964,145
Decrease/(increase) in stocks	2,093,433	(1,929,539)
(Increase) in debtors	(3,388,695)	(948,355)
Increase/(decrease) in creditors	1,094,569	(194,987)
Corporation tax (paid)	(2,057,331)	(2,204,655)
Net cash generated from operating activities	3,737,133	2,218,394

Cash flows from investing activities
Purchase of tangible fixed assets	(64,043)	(206,972)
Interest received	629,569	371,440
Net cash from investing activities	565,526	164,468
Cash flows from financing activities
Dividends paid	(232,000)	(125,000)
Interest paid	(41)	(13,891)
Net cash used in financing activities	(232,041)	(138,891)
Net increase in cash and cash equivalents	4,070,618	2,243,971
Cash and cash equivalents at beginning of year	12,459,286	10,215,315
Cash and cash equivalents at the end of year	16,529,904	12,459,286

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	16,529,904	12,459,286
	16,529,904	12,459,286

The notes on pages 15 to 29 form part of these financial statements.

Page 14

SEBNINI HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

1.	General information

Sebnini Holdings Limited is a private company limited by shares and is incorporated in England and Wales. It has its registered office at 3b Flightpath Farm, Broadbridge Lane, Burstow, Surrey, England, RH6 9RF.

The principal activity of the Company is that of a holding company, and the Groups, and its subsidiaries, principal activities are the importation, manufacture and distribution of candle and diffuser products to the retail sector.

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.

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 15

SEBNINI HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 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.

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

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.

2.5

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.

Page 16

SEBNINI HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

2.Accounting policies (continued)

2.5

Tangible fixed assets (continued)

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

Depreciation is provided on the following basis:

Short-term leasehold property	-	Straight line - over the period of lease term
Plant and machinery	-	15% Straight line
Motor vehicles	-	25% Straight line
Fixtures and fittings	-	25% Straight line
Office equipment	-	25% Straight line

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.

2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.7

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.

2.8

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.

2.9

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

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.

Page 17

SEBNINI HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

2.Accounting policies (continued)

2.10

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.

2.11

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.

2.12

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.13

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.

2.14

Interest income

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

2.15

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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.16

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 18

SEBNINI HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

2.Accounting policies (continued)

2.17

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.

2.18

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.

Page 19

SEBNINI HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

a) Critical judgements in applying the company's accounting policies:

There were no significant judgments exercised by management in the preparation of the financial
statements.

b) Key accounting estimates and assumptions:

The Group made key assumptions regarding:

i) the useful economic life of tangible fixed assets and this is further described in note 2.5 of accounting
   policies.

ii) the Group holds a significant amount of product stock and is subject to changing consumer
   demands and industry trends. As a result it is necessary to consider the recoverability of the cost of
   stock and any stock write downs required. When calculating stock write downs, management considers
   the nature and condition of the stock, as well as applying assumptions around anticipated saleability of
   stock. The value of stock, after any write down as at 30 June 2026 is disclosed in note 16.

iii) the level of bad debt provision required due to the significant level of trade debtors
   held. Management makes allowances for doubtful debtrs in an assessment of the recoverability of
   debtors. Provisions are made where recoverability is uncertain.

Turnover

The whole of the turnover is attributable to the principal activity of the Group.

Analysis of turnover by country of destination:

					2026	2025
					£	£

United Kingdom	17,466,202	23,343,640
Europe	5,001,014	3,644,564
Rest of the World	5,096,273	6,810,308
	27,563,489	33,798,512

5.	Other operating income
		2026	2025
		£	£

Insurance claims	2,781	44,653
	2,781	44,653

Page 20

SEBNINI HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

Depreciation	127,314	95,495
Exchange differences	(29,565)	520,495
Other operating lease rentals	60,443	92,090

7.	Auditors' remuneration

Fees payable to the Group's auditor for the audit of the Group's annual financial statements

5,800

4,075

					2026	2025
					£	£

Fees payable to group auditors in respect of:
Audit of subsidiaries	21,250	18,800
All other services	37,095	21,651
	58,345	40,451

Page 21

SEBNINI HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2026	2025
		£	£


Wages and salaries	1,159,206	1,059,818
Social security costs	150,961	115,232
Cost of defined contribution scheme	25,505	26,141
	1,335,672	1,201,191

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.

Employees	31	30	1	1

9.	Directors' remuneration
		2026	2025
		£	£

Directors' emoluments	13,662	13,406
Group contributions to defined contribution pension schemes	190	190
	13,852	13,596

During the year 1 director (2025 - 1) accrued benefits under defined contribution pension schemes. Company pension contributions to these schemes amounted to £190 (2025: £190).

10.	Interest receivable
		2026	2025
		£	£

Bank interest receivable	553,336	358,306
Other interest receivable	76,233	13,134
	629,569	371,440

Page 22

SEBNINI HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

11.	Interest payable and similar expenses
		2026	2025
		£	£

Bank interest payable	-	305
Other interest payable	41	983
Other interest on overdue tax	-	12,603
	41	13,891

Corporation tax
Current tax on profits for the year	1,606,194	1,980,612
Adjustments in respect of previous periods	-	(10,931)

Total current tax	1,606,194	1,969,681

	Deferred tax
	Origination and reversal of timing differences	22,027	(5,536)


	Tax on profit	1,628,221	1,964,145

Page 23

SEBNINI HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

12.Taxation (continued)

Profit on ordinary activities before tax

6,497,486

7,757,984

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)	1,624,372	1,939,496
Effects of:
Expenses not deductible/income not taxable for tax purposes, other than goodwill amortisation and impairment	4,020	37,872
Capital allowances for year in excess of depreciation	10,786	2,183
Adjustments to tax charge in respect of prior periods	-	(10,931)
Adjustment for different tax rates for overseas subsidiaries	(13,038)	1,061
Utilisation of brought forward net losses	(19,946)	-
Deferred tax	22,027	(5,536)
Total tax charge for the year	1,628,221	1,964,145

Factors that may affect future tax charges

There are no other factors that may affect future tax charges.

13.	Dividends
		2026	2025
		£	£

	Dividends paid	232,000	125,000
		232,000	125,000

Page 24

SEBNINI HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

14.	Tangible fixed assets
	Group

	Short-term leasehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Office equipment	Total
	£	£	£	£	£	£
Cost or valuation
At 1 July 2025	497,153	40,051	108,468	52,609	69,244	767,525
Additions	-	8,648	-	1,413	53,982	64,043
At 30 June 2026	497,153	48,699	108,468	54,022	123,226	831,568
Depreciation
At 1 July 2025	305,282	27,831	9,039	13,450	32,325	387,927
Charge for the year on owned assets	65,785	6,228	27,117	12,087	16,097	127,314
At 30 June 2026	371,067	34,059	36,156	25,537	48,422	515,241
Net book value
At 30 June 2026	126,086	14,640	72,312	28,485	74,804	316,327
At 30 June 2025	191,871	12,220	99,429	39,159	36,919	379,598

Page 25

SEBNINI HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 July 2025	100
	At 30 June 2026	100

Subsidiary undertakings
The following were subsidiary undertakings of the company:
Name	Registered office	Class of shares	Holding

	Sebnini Trading Limited	Burstow, UK	Ordinary	100%
	Sebnini DK APs *	Copenhagen, Denmark	Ordinary	100%

* Shares held via Sebnini Trading Limited.

The principal activity of the above companies is as disclosed in note 1.

16.	Stocks
		Group	Group
		2026	2025
		£	£

Finished goods and goods for resale	825,840	2,919,273
	825,840	2,919,273

Page 26

SEBNINI HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

17.

Debtors

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


Trade debtors	4,568,336	5,200,918	-	-
Amounts owed by group undertakings	-	-	-	4,233,764
Other debtors	4,304,341	93,836	4,292,796	93,736
Prepayments and accrued income	1,855,676	2,045,061	46,672	-
	10,728,353	7,339,815	4,339,468	4,327,500

18.	Cash and cash equivalents
		Group	Group	Company	Company
		2026	2025	2026	2025
		£	£	£	£

Cash at bank and in hand	16,529,904	12,459,286	15,365,712	8,526,264
	16,529,904	12,459,286	15,365,712	8,526,264

19.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2026	2025	2026	2025
		£	£	£	£

Trade creditors	307,245	285,936	-	-
Amounts owed to group undertakings	-	-	1,247,958	-
Corporation tax	1,425,735	765,362	1,222,262	35,904
Other taxation and social security	135,436	159,793	-	-
Other creditors	65,248	12,663	-	-
Accruals and deferred income	86,197	152,675	-	-
	2,019,861	1,376,429	2,470,220	35,904

Page 27

SEBNINI HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

20.	Deferred taxation
	Group

	2026	2025
	£	£

At beginning of year	(7,352)	(12,888)
Charged to profit or loss	(21,755)	5,536
At end of year	(29,107)	(7,352)

2025

		Group	Group
		2026	2025
		£	£

Accelerated capital allowances	(29,107)	(24,696)
Tax losses carried forward	-	17,344
	(29,107)	(7,352)

21.	Share capital
		2026	2025
		£	£

Allotted, called up and fully paid

100 (2025 - 100) Ordinary shares of £1.00 each	100	100

22.	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 amount to £25,505 (2025: £26,141). Contributions totalling £6,413 (2025: £5,660) were payable to this fund at the balance sheet date and are included in other creditors falling due within one year.

Page 28

SEBNINI HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

23.	Commitments under operating leases
	At 30 June 2026 the group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2026	2025
		£	£

Not later than 1 year	54,991	102,591
Later than 1 year and not later than 5 years	52,089	202,146
	107,080	304,737

24.	Related party transactions
	A director had an interest in dividends voted during the year of £232,000 (2025: £125,000). At the year end there was a balance owed from a director totalling £3,209,567 (2025: £93,736) included in other debtors due within one year. There are no set repayment terms and interest has been charged to the director in the year amounting to £65,747 (2025: £1,634).

25.	Controlling party

The company is controlled by G Schyberg.

Page 29