Company registration number 04986319 (England and Wales)
FOTHERGILL COATED FABRICS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
FOTHERGILL COATED FABRICS LIMITED
COMPANY INFORMATION
Directors
J Holland
Y Holland
C Lamb
N Midani
T Hopson
A Brennan
M Brennan
Company number
04986319
Registered office
Summit
Littleborough
Lancashire
OL15 0LR
Auditor
Mitchell Charlesworth (Audit) Limited
3rd Floor
44 Peter Street
Manchester
M2 5GP
FOTHERGILL COATED FABRICS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 23
FOTHERGILL COATED FABRICS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
- 1 -
The directors present the strategic report for the year ended 31 January 2026.
Business review
The directors are pleased with the results in what is always a challenging environment. The company finished the year recording a 4% reduction in turnover and 3% increase in operating profit.
Developments and future outlook
The company will continue to focus on growth through investment in innovation, research, product development and quality control. The company will also continue to focus on improvements in operational excellence, efficiencies and cost reduction. The directors believe that continued focus on these areas will ensure continued success for the company.
Principal risks and uncertainties
The most significant risk currently faced by the company is the global economy. The directors continue to work to mitigate the impact of this uncertainty and are pleased to report that the company continues to trade profitably through 2026.
The directors believe that the development of new products represents a significant factor in offsetting the commercial risks in its current markets. The company will continue to look to develop new markets to help offset any slowdown in growth opportunities in its traditional areas.
The company is very aware of the risks associated in dealing in international markets and takes appropriate steps to hedge currency exposures. It also aims to develop long term relationships with suppliers whilst at the same time being prepared to look for suitable alternatives.
Customers and suppliers
The company has always worked to foster good relationships with its customers and suppliers. One of the main ways that this is achieved is through all directors and employees working to maintain the company’s reputation for high standards of business conduct and ethics. The strong relationships that have been built over many years have helped the company remain strong and profitable through the very trying circumstances of the past few years.
Financial key performance indicators
The directors consider turnover, gross margin and net cash to be key performance indicators. These are watched closely and action is taken where the directors believe there is a risk that these may be affected by future events.
Other key performance indicators
The directors monitor the diversification of the company's customer base both in terms of Geography and Sector and consider these to be Key Performance Indicators.
J Holland
Director
15 October 2026
FOTHERGILL COATED FABRICS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
- 2 -
The directors present their annual report and financial statements for the year ended 31 January 2026.
Principal activities
The principal activity of the company continued to be that of the coating of fabrics with PTFE.
Results and dividends
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to £300,000. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
J Holland
Y Holland
C Lamb
N Midani
T Hopson
A Brennan
M Brennan
Financial instruments
Financial risk management objectives and policies
The company holds or issues financial instruments in order to achieve three main objectives, being:
(a) to finance its operations;
(b) to manage its exposure to interest and currency risks arising from its operations and from its sources of finance: and
(c) for trading purposes.
In addition, various financial instruments (e.g. trade debtors, trade creditors) arise directly from the company's operations. Transactions in financial instruments result in the company assuming or transferring to another party one or more of the financial risks described below.
Liquidity risk
The company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.
Interest rate risk
The company is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on bank overdrafts and loans.
Foreign currency risk
The company's principal foreign currency exposures arise from trading with overseas companies. The company policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling.
Credit risk
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are reviewed on a regular basis and provision is made for doubtful debts when necessary.
FOTHERGILL COATED FABRICS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 3 -
Auditor
Mitchell Charlesworth (Audit) Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium companies exemption.
On behalf of the board
J Holland
Director
15 October 2026
FOTHERGILL COATED FABRICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FOTHERGILL COATED FABRICS LIMITED
- 4 -
Opinion
We have audited the financial statements of Fothergill Coated Fabrics Limited (the 'company') for the year ended 31 January 2026 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 January 2026 and of its 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
FOTHERGILL COATED FABRICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FOTHERGILL COATED FABRICS LIMITED (CONTINUED)
- 5 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the 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, 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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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.
FOTHERGILL COATED FABRICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FOTHERGILL COATED FABRICS LIMITED (CONTINUED)
- 6 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
Identifying and assessing potential risks related to irregularities
In identifying and assessing 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, control environment and business performance;
the company's own assessment of the risks that irregularities may occur either as a result of fraud or error;
the results of our enquiries of management and members of the Board of Directors of their own identification and assessment of the risks of irregularities;
any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the company for fraud and identified the greatest potential for fraud in the following area: the timing of the recognition of revenue.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local taxation legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These included Data Protection Regulations.
FOTHERGILL COATED FABRICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FOTHERGILL COATED FABRICS LIMITED (CONTINUED)
- 7 -
Audit response to risks identified
As a result of performing the above, we identified the timing of the recognition of revenue as the key audit matter related to the potential risk of fraud.
In addition to the above, our procedures to respond to risks identified included the following:
reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations described above as having a direct effect on the financial statements;
enquiring of management and members of the Board of Directors concerning actual and potential litigation and claims;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
reading minutes of meetings of those charged with governance and reviewing correspondence with relevant authorities where matters identified were significant; and
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; 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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Alison Buckley (Senior Statutory Auditor)
For and on behalf of Mitchell Charlesworth (Audit) Limited, Statutory Auditor
Accountants
3rd Floor
44 Peter Street
Manchester
M2 5GP
20 October 2026
FOTHERGILL COATED FABRICS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2026
- 8 -
2026
2025
Notes
£
£
Turnover
3
10,315,061
10,772,135
Cost of sales
(5,418,388)
(5,981,078)
Gross profit
4,896,673
4,791,057
Distribution costs
(671,683)
(662,278)
Administrative expenses
(1,905,450)
(1,884,787)
Other operating income
67,662
5,040
Operating profit
5
2,387,202
2,249,032
Interest receivable and similar income
8
157,283
154,015
Interest payable and similar expenses
9
(688)
(33,312)
Exceptional item
4
(1,600,000)
(1,000,000)
Profit before taxation
943,797
1,369,735
Tax on profit
10
(287,786)
(290,148)
Profit for the financial year
656,011
1,079,587
The profit and loss account has been prepared on the basis that all operations are continuing operations.
FOTHERGILL COATED FABRICS LIMITED
BALANCE SHEET
AS AT
31 JANUARY 2026
31 January 2026
- 9 -
2026
2025
Notes
£
£
£
£
Fixed assets
Tangible assets
13
879,616
1,004,005
Investments
14
8
8
879,624
1,004,013
Current assets
Stocks
16
3,699,748
3,311,117
Debtors
17
6,738,246
6,695,410
Cash at bank and in hand
118,842
217,086
10,556,836
10,223,613
Creditors: amounts falling due within one year
18
(4,734,828)
(4,850,429)
Net current assets
5,822,008
5,373,184
Total assets less current liabilities
6,701,632
6,377,197
Provisions for liabilities
Deferred tax liability
20
142,364
173,940
(142,364)
(173,940)
Net assets
6,559,268
6,203,257
Capital and reserves
Called up share capital
22
150,000
150,000
Profit and loss reserves
6,409,268
6,053,257
Total equity
6,559,268
6,203,257
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 15 October 2026 and are signed on its behalf by:
J Holland
Director
Company registration number 04986319 (England and Wales)
FOTHERGILL COATED FABRICS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 February 2024
150,000
5,973,670
6,123,670
Year ended 31 January 2025:
Profit and total comprehensive income
-
1,079,587
1,079,587
Dividends
11
-
(1,000,000)
(1,000,000)
Balance at 31 January 2025
150,000
6,053,257
6,203,257
Year ended 31 January 2026:
Profit and total comprehensive income
-
656,011
656,011
Dividends
11
-
(300,000)
(300,000)
Balance at 31 January 2026
150,000
6,409,268
6,559,268
FOTHERGILL COATED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
- 11 -
1
Accounting policies
Company information
Fothergill Coated Fabrics Limited is a private company limited by shares incorporated in England and Wales. The registered office is Summit, Littleborough, Lancashire, OL15 0LR.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
During the year, the company exceeded the size thresholds applicable to small companies and has therefore prepared these financial statements in accordance with the provisions applicable to medium-sized companies under FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. In the prior year, the company qualified as a small company and applied the reduced disclosure framework available under Section 1A of FRS 102. The change has resulted in the inclusion of additional disclosures in these financial statements. There has been no impact on the company's reported profit, net assets or cash flows arising from this change in reporting requirements.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, other than where accounting standards require assets to be recognised at fair value. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
This information is included in the consolidated financial statements of Brennan Trade Holdings Limited as at 31 January 2026 and these financial statements may be obtained from Companies House, Crown Way, Maindy, Cardiff, CF4 3UZ.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover 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 turnover is recognised:
FOTHERGILL COATED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 12 -
Sale of goods
Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the company has transferred the significant risks and rewards of ownership to the buyer;
the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the company 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.
1.4
Intangible fixed assets - goodwill
Positive purchased goodwill arising on acquisitions is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the profit and loss account over its useful economic life of ten years from the date of transition to FRS 102; 1 February 2015.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
3 - 20 years
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
No depreciation is charged on assets in the year of purchase.
1.6
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.7
Impairment of fixed assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
FOTHERGILL COATED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 13 -
1.8
Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.
The cost of finished goods comprises raw materials, direct labour, other direct costs and related production overheads.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
Work in progress
Work in progress is valued on the basis of direct costs plus attributable overheads based on normal level of activity. Provision is made for any foreseeable losses where appropriate. No element of profit is included in the valuation of work in progress.
1.9
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.
1.10
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.
1.11
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.
1.12
Financial instruments
The company enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable. Loans from banks and other third parties and loans to related parties.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically
trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.
1.13
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
FOTHERGILL COATED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 14 -
Current tax
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge is 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 operates and generated income.
Deferred tax
Deferred tax liabilities are recognised in respected 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 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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
1.15
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.16
Retirement benefits
The company operates a defined contribution pension plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in the statement of income and retained earnings 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 company in independently administered funds.
1.17
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
FOTHERGILL COATED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 15 -
1.19
Foreign exchange
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
All foreign exchange gains and losses are presented in the profit and loss account within 'administrative expenses'.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Stock provisions are recognised where there are indicators of recoverable value being lower than cost. In establishing the level of provision required, management consider discontinued lines, and slow moving or obsolete stock from the stock system.
3
Turnover
An analysis of turnover by geographical market has not been prepared as the directors believe it would be seriously prejudicial to the commercial interests of the company.
All turnover and profits are derived from the company's principal activity.
4
Exceptional item
2026
2025
£
£
Expenditure
Exceptional cost
1,600,000
1,000,000
During the year, individuals serving as directors received exceptional wages payments of £1,600,000 (2025: £1,000,000).
FOTHERGILL COATED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 16 -
5
Operating profit
2026
2025
Operating profit for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
8,500
8,000
Depreciation of tangible fixed assets
154,350
141,320
Amortisation of intangible assets
-
2,000
Operating lease charges
176,176
173,893
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2026
2025
Number
Number
Production
34
35
Administation
12
13
Total
46
48
Their aggregate remuneration comprised:
2026
2025
£
£
Wages and salaries
1,767,287
1,752,787
Social security costs
220,095
167,917
Pension costs
32,880
30,088
2,020,262
1,950,792
7
Directors' remuneration
2026
2025
£
£
Remuneration for qualifying services
1,684,632
1,166,491
Company pension contributions to defined contribution schemes
1,440
1,440
1,686,072
1,167,931
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2025 - 1).
FOTHERGILL COATED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
7
Directors' remuneration
(Continued)
- 17 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2026
2025
£
£
Remuneration for qualifying services
568,891
370,000
The amount in remuneration for qualifying services for the highest paid director includes an exceptional payment of £568,891 (2025: £370,000).
8
Interest receivable and similar income
2026
2025
£
£
Interest income
Other interest income
157,283
154,015
9
Interest payable and similar expenses
2026
2025
£
£
Other interest
688
33,312
10
Taxation
2026
2025
£
£
Current tax
UK corporation tax on profits for the current period
275,178
283,901
Adjustments in respect of prior periods
44,184
2,183
Total current tax
319,362
286,084
Deferred tax
Origination and reversal of timing differences
(31,576)
4,064
Total tax charge
287,786
290,148
FOTHERGILL COATED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
10
Taxation
(Continued)
- 18 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2026
2025
£
£
Profit before taxation
943,797
1,369,735
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2025: 25.00%)
235,949
342,434
Tax effect of expenses that are not deductible in determining taxable profit
7,653
1,347
Permanent capital allowances in excess of depreciation
(28,521)
Depreciation on assets not qualifying for tax allowances
35,830
Research and development tax credit
(67,189)
Under/(over) provided in prior years
44,184
2,183
Deferred tax adjustments in respect of prior years
4,064
Taxation charge for the year
287,786
290,148
11
Dividends
2026
2025
£
£
Interim paid
300,000
1,000,000
12
Intangible fixed assets
Goodwill
£
Cost
At 1 February 2025 and 31 January 2026
40,000
Amortisation and impairment
At 1 February 2025 and 31 January 2026
40,000
Carrying amount
At 31 January 2026
At 31 January 2025
FOTHERGILL COATED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 19 -
13
Tangible fixed assets
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 February 2025
2,407,112
409,408
112,439
2,928,959
Additions
20,539
3,849
5,573
29,961
At 31 January 2026
2,427,651
413,257
118,012
2,958,920
Depreciation and impairment
At 1 February 2025
1,680,046
143,007
101,901
1,924,954
Depreciation charged in the year
107,357
42,270
4,723
154,350
At 31 January 2026
1,787,403
185,277
106,624
2,079,304
Carrying amount
At 31 January 2026
640,248
227,980
11,388
879,616
At 31 January 2025
727,066
266,401
10,538
1,004,005
14
Fixed asset investments
2026
2025
Notes
£
£
Investments in subsidiaries
15
8
8
FOTHERGILL COATED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 20 -
15
Subsidiaries
Details of the company's subsidiaries at 31 January 2026 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
TBA Textiles Pty Ltd
Australia
Ordinary
100.00
16
Stocks
2026
2025
£
£
Raw materials and consumables
2,716,861
2,310,141
Work in progress
66,539
110,003
Finished goods and goods for resale
916,348
890,973
3,699,748
3,311,117
17
Debtors
2026
2025
Amounts falling due within one year:
£
£
Trade debtors
2,027,464
1,792,134
Corporation tax recoverable
68,255
324,995
Amounts owed by group undertakings
274,863
315,211
Prepayments and accrued income
196,179
37,710
2,566,761
2,470,050
2026
2025
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
4,171,485
4,225,360
Total debtors
6,738,246
6,695,410
FOTHERGILL COATED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 21 -
18
Creditors: amounts falling due within one year
2026
2025
Notes
£
£
Obligations under finance leases
19
2,159
Trade creditors
140,025
138,741
Amounts owed to group undertakings
3,656,413
3,656,031
Taxation and social security
96,368
106,597
Other creditors
8,634
8,156
Accruals and deferred income
833,388
938,745
4,734,828
4,850,429
19
Finance lease obligations
2026
2025
Amounts due:
£
£
Within one year
2,159
After more than one year
2026
2025
Future minimum lease payments due under finance leases:
£
£
Within one year
2,159
20
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2026
2025
Balances:
£
£
Accelerated capital allowances
160,114
184,941
Short-term timing differences
(17,750)
(11,001)
142,364
173,940
2026
Movements in the year:
£
Liability at 1 February 2025
173,940
Credit to profit or loss
(31,576)
Liability at 31 January 2026
142,364
FOTHERGILL COATED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
20
Deferred taxation
(Continued)
- 22 -
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances and short-term timing differences that are expected to mature within the same period.
21
Retirement benefit schemes
2026
2025
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
32,880
30,088
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £32,880 (2025: £30,088). Contributions totalling £7,408 (2025: £8,060) were payable to the fund at the balance sheet date and are included within creditors.
22
Share capital
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
150,000
150,000
150,000
150,000
23
Contingent liabilities
The company is party to unlimited cross guarantees, in favour of Barclays Bank plc and Lombard North Central plc, in respect of certain borrowings of all companies in the group headed by Brennan Enterprise Limited. At 31 January 2026, the net borrowing encompassed by the cross guarantee, in favour of Barclays Bank plc and Lombard North Central plc, amounted to £nil (2025: £Nil) and £nil (2025: £Nil) respectively.
24
Operating lease commitments
As lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, including the lease of the premises at which the company is based (£161,000 per annum expiring in 2038), as follows:
2026
2025
£
£
Within 1 year
177,171
171,241
Years 2-5
663,603
651,322
After 5 years
1,247,750
1,408,750
2,088,524
2,231,313
FOTHERGILL COATED FABRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 23 -
25
Capital commitments
Amounts contracted for but not provided in the financial statements:
2026
2025
£
£
Acquisition of tangible fixed assets
9,787
-
At 31 January 2026, Fothergill Coated Fabrics Limited had contracted to make a final payment towards a machine printer amounting to £9,787 (2025: £nil).
26
Related party transactions
Transactions with related parties
The amounts owed (to)/from group companies at the reporting dates was as follows:
2026
2025
Amounts owed (to)/from related parties
£
£
Fothergill Engineered Fabrics Limited
4,171,485
4,225,360
Fothergill Polycom Limited
1,877
-
TBA Textiles Pty Ltd
272,986
315,211
Brennan Trade Holdings Limited
(3,656,031)
(3,656,031)
TBA Protective Technologies Limited
(382)
-
Other information
In preparing these financial statements, advantage has been taken of the provision under Financial Reporting Standard 102 which states that disclosure is not required of transactions with entities that are part of the group, as the consolidated financial statements in which the company is included are publicly available.
During the previous year, Brennan Commercial Properties Limited was a company related by common control of P G Brennan until 24 September 2024, and charged rental fees of £107,333 of which £nil was due by the company at the previous year balance sheet date. Brennan Commercial Properties Limited is not a related party in the current financial year end and, accordingly, no related party transactions require disclosure in respect of the current year.
27
Ultimate controlling party
The company is a wholly owned subsidiary of Brennan Enterprise Limited, a company incorporated in England and Wales.
The ultimate controlling party of Brennan Enterprise Limited is Y Holland.
The largest group in which the results are consolidated is that headed by Brennan Trade Holdings Limited. The consolidated financial statements of the group are available to the public and may be obtained from the Registrar of Companies, Companies House, Crown Way, Maindy, Cardiff, CF4 3UZ.
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