Whitworth CS Holdings Ltd

Contents

Whitworth CS Holdings Ltd

Strategic Report for the Period from 27 January 2025 to 1 February 2026

The Directors present their report for the period from 27 January 2025 to 1 February 2026.

Principal activity

Whitworth CS Holdings Ltd (the “Company”) is a UK based intermediary holding company, holding a 100% investment in Celtic & Co. Sheepskin Limited (“Celtic & Co.”) and 100% investment in Frugi Limited (“Frugi”) (together, “the Subsidiaries”).

Whitworth CS Holdings Ltd applies the exemption for producing consolidated accounts. The results of Whitworth CS Holdings Ltd and it’s the Subsidiaries are consolidated at a higher level into the Refined Brands Limited Group accounts.

The Company holds total investment balances of £300,000 in the Subsidiaries, unchanged from the prior period.

Each of the subsidiary brands, Frugi and Celtic and Co., have a distinct brand image, with a focus on quality, ethical and sustainable manufacture and/or sourcing throughout. Frugi also incorporates the trading of a third brand, Morlands of Glastonbury (“Morlands”). However, Morlands in isolation was not material to the financial statements for the periods ended 1 February 2026 or 26 January 2025, having ceased trading in March 2024.

Frugi are digital pioneers of the ethical fashion movement, passionate about creating high quality organic cotton childrenswear that inspires people to love and protect the planet. The brand is situated in Cornwall, offering ethically sourced, GOTS certified organic cotton clothing.

Celtic & Co. are digital pioneers of the ethical fashion movement, passionate about creating high quality investment pieces from sustainable natural fibres, designed to last a lifetime. The brand is situated in Cornwall, offering ethically sourced, sustainable knitwear, footwear, and outerwear and remains firmly committed to its heritage, with the in-house production of sheepskin boots and slippers continuing in its Newquay-based factory.

Each brand operates its own website channels and across selected concession partner websites including John Lewis, Next, Marks & Spencer and Debenhams in the UK and Macys and Nordstrom in the US. Frugi also operates through wholesale partners.

Further growth will be achieved across the brands by broadening the ranges sold, developing existing selling channels with investment in digital customer acquisition, and partnering with further selected third-party digital retailers.

Fair review of the business

The Holding Company’s own performance was a profit of £3,229,000 (prior period: loss of £nil). The Company monitors three KPI’s; the carrying value of its investments, the net revenue of the Subsidiaires and the profit/(loss) before tax of the Subsidiaries.

Whitworth CS Holdings Ltd

Strategic Report for the Period from 27 January 2025 to 1 February 2026

As well as the KPIs above, the Business monitors, stockholding, outstanding orders, returns rates, customer acquisition, marketing spend efficiency and overheads to assess the performance of the business. The business monitors these on a daily, weekly, monthly, and seasonal basis.

Sustainability
Celtic & Co. continues to use sustainable natural fibres in its clothing and places particular emphasis on responsible sourcing. Its sheepskin is sourced as a by-product of the UK farming industry, helping to make use of a material that would otherwise require disposal. The brand also maintains policies covering animal welfare, responsible fibres, ethical sourcing and supply chain traceability. Repair and resole services are offered to extend the useful life of garments and footwear and reduce unnecessary waste.

Sustainability is fundamental to the Frugi’s brand proposition, which is centred on producing durable, responsibly sourced childrenswear, with a focus on reducing environmental impact and supporting positive social outcomes across its supply chain. The brand has a long-standing commitment to the use of organic cotton, with its organic cotton clothing certified to the Global Organic Textile Standard (GOTS). Circularity is a particular area of focus, including the development of a certified Circular Collection, with garments designed to be recycled into new textiles at the end of their useful life.

Celtic & Co. and Frugi both gained B Corp accreditation during the period, in April 2025 and May 2025 respectively.
 

Principal risks and uncertainties

Both Celtic & Co. and Frugi are well-established brands, with a growing product range, loyal customer following, and distinct handwriting that has performed well against peers. However, both naturally have some inherent principal risks and uncertainties, which the Board monitor and manage on a regular basis.

Celtic & Co. remains primarily tailored for colder seasons, which poses a risk in the event of a mild winter impacting sales. In recent years we have been successfully expanding our Spring and Summer range to combat this. Furthermore, the brand can also respond quickly to changes in product demand as the overwhelming majority of our range is manufactured in the UK and Europe.

Frugi is exposed to some risk from long stock lead times, as the brand’s organic cotton suppliers and recycled polyester suppliers are based primarily in India and China respectively. These lead times can also mean that the brand is exposed to fluctuations in shipping rates. Collaboration with other group companies has allowed the brand to somewhat mitigate this through negotiation of preferential rates with key suppliers and freight forwarders.

In this competitive market, where global economic and political uncertainty is influencing consumer behaviour, the Directors maintained their focus on preserving and enhancing the brands’ ethical and sustainable positioning, along with the differentiator of British manufacturing within Celtic & Co. We aim to expand our customer base, both through our own websites and via partnerships, both within the UK and internationally, as evidenced by the introduction of Norstrom and Macy’s as a digital partner channel in the US.

Whitworth CS Holdings Ltd

Strategic Report for the Period from 27 January 2025 to 1 February 2026

Operational Risk
The principal operational risks are those affecting the integrity and continuity of our supply chain. The supply chain is managed in a transparent and open manner. Regular dialogue with suppliers ensures that the products are created to the high standards which the Group and its customers expect.

IT Risk
As an online retailer, with a strong D2C offering, a significant failure in IT systems could result in the brands being unable to operate effectively. The Group continue to invest in the necessary technology to provide resilience to the risk associated with IT. Data security is extremely important and security measures are continuously reviewed and tested to mitigate potential breaches.

Internal training on data and IT security is provided to the employees across the brands and spontaneous testing is carried out to warn of possible cyber attacks.

External bodies are engaged to monitor and test our networks to provide expert, objective assessment of our network security.

Employees

The Company has no employees for the period ended 1 February 2026 (period ended 26 January 2025: nil).

The Subsidiaries are equal opportunity employers, providing employment and development opportunities to suitably skilled people regardless of age, race, religion, colour, gender, marital status, or disability.

During the period, the Subsidiaries undertook a number of initiatives to support employee wellbeing and engagement, including the introduction of a pension salary sacrifice scheme and enhancements in maternity and paternity leave policies. This built on the introduction of an electric car salary sacrifice scheme and enhancement in the sick leave policy in the prior period.

Additionally, the Subsidiaries introduced a new holiday buy-back scheme during the period.

Future developments
The Directors, board and senior team believe prospects for the Subsidiaries to be promising with further potential to be realised from growth and cost synergies, the development of cross-brand marketing and listings, the launch on further third-party online channels and international expansion. Over time the ultimate parent entity (Refined Brands Limited) has developed internal digital talent allowing for much of the previous agency-related operations to be taken in-house and scaled across the portfolio of brands.

Both brands’ strategy remains to focus on the design and manufacture of exceptional clothing and accessories, exclusively made using organic cotton, natural fabrics and materials.

In order to support our future growth, the Group has invested heavily in its warehouse in Indian Queens in Cornwall, with additional capacity gained. The Group has also invested in the internal design and product teams to aid the elevation of the brands.

Finally, we see a significant opportunity in further growth through online partner channel marketplaces. This has been bolstered following the year end by launches with Macy’s and Nordstrom in the US (Celtic & Co.) and Debenhams in the UK (both brands).

Whitworth CS Holdings Ltd

Strategic Report for the Period from 27 January 2025 to 1 February 2026

Approved by the board on 29 October 2026 and signed on its behalf by:
 

Whitworth CS Holdings Ltd

Directors' Report for the Period from 27 January 2025 to 1 February 2026

The Directors present their report and the financial statements for the period from 27 January 2025 to 1 February 2026.

Principal activity

The principal activity of the Company is that of an intermediate holding company.

Directors' of the Company

The Directors, who held office during the period, were as follows:

Mr B L M Barnett

Mr H T Bergs

Ms A Fadeeva

Mr S Mackenzie

Mr T Sarucan

Mrs K A Whitworth

Mr N R Whitworth

Mr J Williams

Dividends
During the period, the Directors recommended and approved the distribution of a dividend to the Company’s sole shareholder, Refined Brands Limited. This was distributed on 14 May 2025, to the value of £3,231,000 (2025: £Nil).

Political Contributions
The Company made no political donations or incurred any political expenditure during the period (2025: £Nil).

Charitable donations
During the period the Company made no significant charitable donations (2025: £Nil).

Whitworth CS Holdings Ltd

Directors' Report for the Period from 27 January 2025 to 1 February 2026

Price risk
As part of the Refined Brands Limited Group of companies, Whitworth CS Holdings Limited and its subsidiaries review their prices on a seasonal basis, as well as always exploring cross-costing exercises and working closely with suppliers on innovation to mitigate the impact of this.

We value our suppliers and work collaboratively on a long-term basis, jointly planning all aspects of production, delivery, and quality control.

As the business continues to expand internationally there is a risk of foreign exchange fluctuations with turnover acquired through multiple currencies, plus purchasing by Frugi Limited and Celtic Sheepskin & Co Limited in USD.

However, the Directors have several strategies in place to regularly monitor the foreign exchange market and minimise risk through trading opportunities and hence are confident that this will not impact the Company’s success. Other companies within the Refined Brands Group earn income in USD, thereby acting as a natural hedge.

Liquidity risk
Liquidity is managed through conscious financial planning and analysis and by forecasting cash flow regularly, monitoring, and optimising net working capital and managing existing credit facilities.

Cash flow risk
The business monitors the cash flow of the business daily, weekly, and monthly and has strategies in place to ensure adequate future cash flows.

Going concern

Whilst the Company's investments saw an impact on trading due to market and macro-economic factors the combined businesses achieved revenue growth. The Directors have reviewed forecasts and budgets considering the above and are confident of the Company’s ability to continue trading as a going concern for the foreseeable future. The Company has a current and net asset base.

Disclosure of information to the auditors

Approved by the board on 29 October 2026 and signed on its behalf by:
 

Whitworth CS Holdings Ltd

Statement of Directors' Responsibilities

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Whitworth CS Holdings Ltd

Independent Auditor's Report to the Members of Whitworth CS Holdings Ltd

Opinion

We have audited the financial statements of Whitworth CS Holdings Ltd (the 'Company') for the period from 27 January 2025 to 1 February 2026, which comprise the Income Statement, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, and Notes to the Financial Statements, 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework'.

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 Director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

The Directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Whitworth CS Holdings Ltd

Independent Auditor's Report to the Members of Whitworth CS Holdings Ltd

Opinion on other matter prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

Responsibilities of Directors

As explained more fully in the Statement of Directors' Responsibilities, set out on page 7, 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 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:

Whitworth CS Holdings Ltd

Independent Auditor's Report to the Members of Whitworth CS Holdings Ltd

We considered those laws and regulations that have a direct impact on the preparation of the financial statements, including, but not limited to the reporting framework (FRS 101 and Companies Act 2006) and the relevant tax compliance regulations in the UK.

As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the entity’s ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
• Reviewed any legal and professional costs to identify legal costs in respect of non compliance;
• Enquiries with management whether there have been any known instances, allegations or
suspicions of fraud or non compliance with laws and regulations;
• Review of tax compliance;

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to fraudulent financial reporting. Our procedures involved the following;
• Review of significant accounting estimates for bias.

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. This risk increases the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements as we are less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the 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.

......................................
James Barrett (Senior Statutory Auditor)
For and on behalf of PKF Francis Clark, Statutory Auditor
 Melville Building East
Unit 18, 23 Royal William Yard
Plymouth
PL1 3GW

29 October 2026

Whitworth CS Holdings Ltd

Income Statement

Period from 27 January 2025 to 1 February 2026

The above results were derived from continuing operations.

Whitworth CS Holdings Ltd

Statement of Comprehensive Income

Period from 27 January 2025 to 1 February 2026

Whitworth CS Holdings Ltd

Statement of Financial Position

1 February 2026

Approved by the board and authorised for use on 29 October 2026 and signed on its behalf by:

.........................................

Mr T Sarucan

Director

Company registration number: 11826636

Whitworth CS Holdings Ltd

Statement of Changes in Equity

Period from 27 January 2025 to 1 February 2026