Period from
Registration number:
Frugi Limited
Contents
|
Company Information |
|
|
Strategic Report |
|
|
Directors' Report |
|
|
Statement of Directors' Responsibilities |
|
|
Independent Auditor's Report |
|
|
Income Statement |
|
|
Statement of Comprehensive Income |
|
|
Statement of Financial Position |
|
|
Statement of Changes in Equity |
|
|
Notes to the Financial Statements |
Frugi Limited
Company Information
|
Directors |
Mr B L M Barnett Mr H T Bergs Ms J L Bolton Ms K-M Button Ms A Fadeeva Mr S G Mackenzie Mr T Sarucan Mrs K A Whitworth Mr N R Whitworth Mr J Williams |
|
Registered office |
|
|
Auditors |
|
Frugi Limited
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 for Frugi Limited (the "Company" or "Frugi").
Fair review of the business
The Company's key financial and other performance indicators during the period were as follows:
|
Financial KPIs |
Unit |
2026 |
2025 |
|
Turnover |
£000 |
13,196 |
11,973 |
|
Adjusted EBITDA |
£000 |
1,009 |
1,385 |
|
Adjusted EBITDA margin |
% |
8 |
12 |
|
Profit before tax |
£000 |
732 |
1,173 |
The period ended 1 February 2026 saw an increase in the top line revenue as the Company continued to show strong sales growth, particularly through its own-web channel, with revenue through wholesale and digital partners broadly level.
The Company has continued to drive out aged stock and maintain positive margins, despite promotional campaigns being run throughout the year. The Company’s warehouse and back-office staff have continued to be leveraged from across the wider Group, maintaining a controlled overhead base and profitability.
As with other brands within the Group, the sales to customers in the US were fulfilled from the Group’s newly created US-based entity, Refined Brands USA Corp, from September 2025 onwards. During the period, the Company made sales of £17,000 to Refined Brands USA Corp.
The net asset position increased from £1,454,000 to £2,003,000 during the period.
Sustainability
Sustainability is fundamental to the Company’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. The Company gained B Corp accreditation in May 2025.
Principal risks and uncertainties
Frugi is a well-established brand, with a growing product range, loyal customer following, and distinct handwriting that has performed well against its peers. It is exposed to some risk from long stock lead times, as the Company’s organic cotton suppliers and recycled polyester suppliers are based primarily in India and China respectively. These lead times can also mean that the Company is exposed to fluctuations in shipping rates. Collaboration with other group companies has allowed the Company to somewhat mitigate this through negotiation of preferential rates with key suppliers and freight forwarders.
In this competitive market, where the cost of living and inflation are influencing consumer behaviour, the Directors strengthened their focus on offering great value whilst maintaining the focus on high quality and sustainable products. We aim to expand our customer base, both through our own websites and via partnerships, both within the UK and internationally.
Frugi Limited
Strategic Report for the Period from 27 January 2025 to 1 February 2026
Financial Risk
Our materials cost base is somewhat exposed to exchange rate fluctuations, in particular, we have some supply in USD and in EUR. As we operate within a wider Group of brands that continue to expand their consumer offering internationally, with a significant element of the revenue from sister brands, Kettlewell Colours and Celtic & Co., earned in USD and EUR respectively, this acts as a natural hedge to offset these exchange rate fluctuations.
The Directors regularly monitor the foreign exchange market and if we ever deemed it necessary, we would look to hedge any specific risks.
Inflation and Interest rate risk:
The high inflation rates experienced over the past couple of years stabilised throughout the course of the period ended 1 February 2026. Although we remain vigilant with the cost base and utilize economies of scale with key contracts, such as freight, IT systems and waste management, negotiated at a Group level, with the Company’s parent and related entities, to get the best rates from suppliers.
Combined with this we are continuously monitoring our overheads and keep tight control over our fixed cost base to ensure that it is appropriate and flexible to respond.
The company has no external debt, with internal inter-group loans based on a fixed interest rate. Hence the Company is exposed to little-to-no interest rate risk.
Cash flow risk:
The Company benefits from being part of the Refined Brands Group, which includes Celtic & Co, Kettlewell Colours, and Turtle Doves (Not Just Gloves) Ltd. The size of the group naturally mitigates cash flow risk as Frugi is able to benefit from Group cash if required. As of May 2025, the Group has access to a new revolving credit facility which can be used, if necessary, to support cashflow during the year. The Company has also negotiated preferential payment terms with suppliers throughout the year and continues to do so on an ongoing basis.
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 Company 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 Company being unable to operate effectively. The Company continues to invest in the necessary technology to provide resilience to the risk associated with IT. Data security is extremely important to the Company 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 Company 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.
Frugi Limited
Strategic Report for the Period from 27 January 2025 to 1 February 2026
Employees
The Company is an equal opportunities employer providing employment and development opportunities to suitably skilled people regardless of age, race, religion, colour, gender, marital status, or disability.
During the period, the Company undertook a number of initiatives to support employee wellbeing and engagement, including the introduction of a pension salary sacrifice scheme and enhancements in the Company’s maternity and paternity leave policies. This built on the introduction of an electric car salary sacrifice scheme and enhancement in the Company’s sick leave policy in the prior period.
Additionally, a new holiday buy-back scheme was introduced during the period.
Future developments
Looking ahead, the Company’s strategy remains to focus on the design of exceptional clothing and accessories, made using organic cotton and other sustainable materials.
In order to support our future growth, we have invested heavily in our warehouse in Indian Queens in Cornwall, with additional capacity gained. We have also invested in the internal design and product teams to aid the elevation of the brand.
Approved by the
|
......................................... |
Frugi Limited
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.
Directors' of the Company
The Directors, who held office during the period, were as follows:
Principal activity
The principal activity of the Company is the sale of ethical and organic children's clothing. The Company operates in a multi-channel environment, with sales coming from the Company's own website, wholesale partner websites and physical locations and concession partner websites, including John Lewis, Next, Marks & Spencer, Mountain Warehouse and Debenhams.
Dividends
The Directors do not recommend the payment of a dividend (2025: £Nil). The profit for the period will be taken to reserves.
Political contributions
The Company made no political donations or incurred no political expenditure during the period (2025: £Nil).
Charitable donations
During the period the Company made no significant charitable donations (2025: £Nil)
Frugi Limited
Directors' Report for the Period from 27 January 2025 to 1 February 2026
Financial instruments
The Company has a normal level of exposure to foreign exchange, credit, liquidity and cash flow interest rate risk that arise from trading activities which are conducted mainly in Sterling. Foreign currency transactions are not currently covered by foreign currency contracts as the board do not deem it necessary to minimise exposure to exchange rate volatility at the current time. There is low exposure to interest rate risk as the Company has no significant borrowings at the current time.
Objectives and policies
The Company operations expose it to a variety of financial risks that include the effects of changes in foreign currency exchange rates, liquidity risk and interest rate risk. The Company seeks to limit the adverse effects on the financial performance where possible by monitoring levels of cash holdings, debt finance and related finance costs. The policies are set by the Board of Directors and implemented by the Company’s finance department. Foreign exchange, credit liquidity and interest rate risk are managed at CFO Level.
Price risk, credit risk, liquidity risk and cash flow risk
Price Risk
The Company reviews its 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. However, the majority of the Company’s income is still in the United Kingdom and hence the Directors are confident that this will not impact on the Company’s success. The Company has a number of suppliers who require payment in USD. However, other companies within the Group earn significant revenue in USD and hence there is a natural hedge in place for this.
Liquidity Risk
Liquidity risk 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.
Credit Risk
The credit risk exposure to the Company is managed by the Board which sets out how credit risk is measured, managed, monitored and reported and are implemented by the finance department. The credit risk exposure is mitigated by utilising prompt debtor payment terms and having a continual monitoring of counterparty risk. Cash balances are held with high quality investment grade counterparties.
Frugi Limited
Directors' Report for the Period from 27 January 2025 to 1 February 2026
Going concern
The Directors have carefully considered the Company’s financial position, liquidity and future cash-flow requirements of the Company. Accordingly based on the forecasts the Directors have prepared for the Company and Group, they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and they believe it is appropriate to apply the going concern basis of accounting in preparing the financial statements.
The Company is profitable and has been in a net overall and net current assets position throughout the financial year.
The Group remain profitable as a whole and there has been reassurances received from the Directors of the Group companies that support would be forthcoming if needed by the Company.
Disclosure of information to the auditors
Each Director has taken steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. The Directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved by the Board on
|
......................................... |
Frugi Limited
Statement of Directors' Responsibilities
The Directors acknowledge their responsibilities 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 period. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework' ('FRS 101'). 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 apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether FRS 101 has been followed, subject to any material departures disclosed and explained in the financial statements; 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.
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.
Frugi Limited
Independent Auditor's Report to the Members of Frugi Limited
Opinion
We have audited the financial statements of Frugi Limited (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 accordance with the provisions applicable to companies entitled to small companies exemptions.
In our opinion the financial statements:
• | give a true and fair view of the state of the Company's affairs as at 1 February 2026 and of its profit for the period 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 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 the provisions available for small entities, 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.
Frugi Limited
Independent Auditor's Report to the Members of Frugi Limited
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.
Opinion on other matter 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 Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
|
• |
the Strategic Report and 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 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.
We have nothing to report in respect of the following matters where 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; or |
• | the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report. |
Responsibilities of Directors
As explained more fully in the Statement of Directors' Responsibilities, set out on page 8, 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.
Frugi Limited
Independent Auditor's Report to the Members of Frugi Limited
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:
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; and
• Review of board minutes where available.
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;
• Substantive testing of sales occurrence;
• Reviewing nominal journal entries for reasonableness;
• Reviewing significant accounting estimates for bias; and
• Reviewing of inventories for evidence of impairment.
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.
Frugi Limited
Independent Auditor's Report to the Members of Frugi Limited
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.
......................................
For and on behalf of
Royal William Yard
Plymouth
Devon
PL1 3GW
Frugi Limited
Income Statement
Period from 27 January 2025 to 1 February 2026
|
Note |
2026 |
2025 |
|
|
Revenue |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Distribution costs |
( |
( |
|
|
Administrative expenses |
( |
( |
|
|
Operating profit |
|
|
|
|
Finance costs |
( |
( |
|
|
Profit before tax |
|
|
|
|
Income tax expense |
( |
( |
|
|
Profit for the period |
|
|
The above results were derived from continuing operations.
Frugi Limited
Statement of Comprehensive Income
Period from 27 January 2025 to 1 February 2026
|
2026 |
2025 |
|
|
Profit for the period |
|
|
|
Total comprehensive income for the period |
|
|
Frugi Limited
Statement of Financial Position
1 February 2026
|
Note |
01 February |
26 January |
|
|
Assets |
|||
|
Non-current assets |
|||
|
Property, plant and equipment |
|
|
|
|
Intangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Inventories |
|
|
|
|
Trade and other receivables |
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
||
|
Total assets |
7,702 |
7,237 |
|
|
Equity and liabilities |
|||
|
Equity |
|||
|
Called up share capital |
- |
- |
|
|
Retained earnings |
2,003 |
1,454 |
|
|
2,003 |
1,454 |
||
|
Non-current liabilities |
|||
|
Deferred tax liabilities |
|
|
|
|
Amounts due to related parties |
|
|
|
|
|
|
||
|
Current liabilities |
|||
|
Trade and other payables |
|
|
|
|
Income tax liability |
|
|
|
|
|
|
||
|
Total liabilities |
5,699 |
5,783 |
|
|
Total equity and liabilities |
7,702 |
7,237 |
|
Frugi Limited
Statement of Financial Position
1 February 2026
These accounts have been prepared in accordance with the provisions applicable to companies entitled to small companies exemptions.
Approved by the
.........................................
Mr T Sarucan
Director
Company registration number: 11953610
Frugi Limited
Statement of Changes in Equity
Period from 27 January 2025 to 1 February 2026
|
Share capital |
Retained earnings |
Total |
|
|
At 27 January 2025 |
- |
|
|
|
Profit for the period |
- |
|
|
|
Total comprehensive income |
- |
|
|
|
At 1 February 2026 |
- |
|
|
|
Share capital |
Retained earnings |
Total |
|
|
At 29 January 2024 |
- |
|
|
|
Profit for the period |
- |
|
|
|
Total comprehensive income |
- |
|
|
|
At 26 January 2025 |
- |
1,454 |
1,454 |
Frugi Limited
Notes to the Financial Statements
Period from 27 January 2025 to 1 February 2026
|
General information |
The Company is a private Company limited by share capital, incorporated and domiciled in England and Wales.
The address of its registered office is:
United Kingdom
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
Basis of preparation
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework.
Summary of disclosure exemptions
The Company has taken advantage of the following disclosure exemptions:
(1) The requirement to present a cash flow statement
(2) Key management personnel remuneration
(3) Transactions with parent company and wholly owned subsidiaries
(4) Applicable financial instrument and fair value disclosure
(5) Impact of new IFRS standards that have been issued but are not yet effective.
Going concern
The Directors have carefully considered the Company’s financial position, liquidity and future cash-flow requirements of the Company. Accordingly based on the forecasts the Directors have prepared for the Company and Group, they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and they believe it is appropriate to apply the going concern basis of accounting in preparing the financial statements.
The Company is profitable and has been in a net overall and net current assets position throughout the financial year.
The Group remain profitable as a whole and there has been reassurances received from the Directors of the Group companies that support would be forthcoming if needed by the Company.
Frugi Limited
Notes to the Financial Statements
Period from 27 January 2025 to 1 February 2026
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Company's activities. Turnover is shown net of the value added tax, returns, rebates and discounts.
Revenue is recognised at point of dispatch for sale of goods. There are no contracts whose performance obligations are satisfied over time. Contracts with customers do not contain a financing component or any element of variable consideration. The Company does not offer an option to purchase a warranty.
Foreign currency transactions and balances
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the Company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Property, plant and equipment
Property, plant and equipment is stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Leasehold land and buildings |
33% straight line |
|
Furniture, fittings and equipment |
50% straight line |
|
Other property, plant and equipment |
10 - 20% straight line |
Frugi Limited
Notes to the Financial Statements
Period from 27 January 2025 to 1 February 2026
Intangible assets
Intangible assets are stated in the statement of financial position at cost, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.
The cost of assets includes directly attributable incremental costs incurred in their acquisition and implementation.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their expected useful economic life as follows:
|
Asset class |
Amortisation method and rate |
|
Website and software |
50% straight line |
|
Brand |
7% straight line |
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Trade receivables
Trade and other receivables where payment is due within one year do not constitute a financing transaction and are recorded at the undiscounted amount expected to be received, less attributable transaction costs. Any subsequent impairment is recognised as an expense in profit or loss. All trade and other receivables are subsequently measured at amortised cost, net of impairment.
Inventories
Stocks are valued at the lower of cost and net realisable value, after due regard for obsolete and slow moving stocks. Net realisable value is based on selling price less anticipated costs to completion and selling costs. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material.
Frugi Limited
Notes to the Financial Statements
Period from 27 January 2025 to 1 February 2026
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a separate entity and has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Financial instruments
Initial recognition
Financial assets and financial liabilities comprise all assets and liabilities reflected in the statement of financial position, although excluding property, plant and equipment, investment properties, intangible assets, deferred tax assets, prepayments, deferred tax liabilities and employee benefits plan.
The Company recognises financial assets and financial liabilities in the statement of financial position when, and only when, the Company becomes party to the contractual provisions of the financial instrument.
Financial assets are initially recognised at fair value. Financial liabilities are initially recognised at fair value, representing the proceeds received net of premiums, discounts and transaction costs that are directly attributable to the financial liability.
Subsequent to initial measurement, financial assets and financial liabilities are measured at either amortised cost or fair value.
Derecognition
Financial assets
The Company derecognises a financial asset when;
- the contractual rights to the cash flows from the financial asset expire,
- it transfers the right to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred; or
- the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
On derecognition of a financial asset, the difference between the carrying amount of the asset and the sum of the consideration received is recognised as a gain or loss in the profit or loss.
Financial liabilities
The Company derecognises a financial liability when its contractual obligations are discharged, cancelled, or expire.
Frugi Limited
Notes to the Financial Statements
Period from 27 January 2025 to 1 February 2026
|
Critical accounting judgements and key sources of estimation uncertainty |
|
|
|
Turnover |
The analysis of the Company's turnover for the period from continuing operations is as follows:
|
2026 |
2025 |
|
|
Sale of goods |
|
|
|
Other revenue |
|
- |
|
|
|
The analysis of the Company's turnover for the period by market is as follows:
|
2026 |
2025 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2026 |
2025 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Cost of inventories recognised as an expense |
|
|
|
Foreign exchange (gains)/losses |
( |
|
|
Interest payable and similar expenses |
|
2026 |
2025 |
|
|
Interest expense on other financing liabilities |
121 |
119 |
Frugi Limited
Notes to the Financial Statements
Period from 27 January 2025 to 1 February 2026
|
Staff costs |
The aggregate payroll costs (including Directors' remuneration) were as follows:
|
2026 |
2025 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the Company (including Directors) during the period, analysed by category was as follows:
|
2026 |
2025 |
|
|
Product and sourcing |
|
|
|
Administration and support |
|
|
|
Sales |
|
|
|
Marketing |
|
|
|
Distribution |
|
|
|
|
|
Frugi Limited
Notes to the Financial Statements
Period from 27 January 2025 to 1 February 2026
|
Directors' remuneration |
The Directors' remuneration for the period was as follows:
|
2026 |
2025 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
|
|
During the period the number of Directors who were receiving benefits and share incentives was as follows:
|
2026 |
2025 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
|
Auditors' remuneration |
|
2026 |
2025 |
|
|
Audit of the financial statements |
|
|
Frugi Limited
Notes to the Financial Statements
Period from 27 January 2025 to 1 February 2026
|
Income tax |
Tax charged/(credited) in the income statement
|
2026 |
2025 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
Deferred taxation |
||
|
Arising from origination and reversal of temporary differences |
( |
|
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the period is the same as the standard rate of corporation tax in the UK (2025 - lower than the standard rate of corporation tax in the UK) of 25% (2025 - 25%).
The differences are reconciled below:
|
2026 |
2025 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Decrease arising from group relief tax reconciliation |
- |
( |
|
Total tax charge |
|
|
Deferred tax
Deferred tax assets and liabilities
|
2026 |
Asset |
Liability |
Net deferred tax |
|
- |
( |
( |
|
|
- |
( |
( |
|
2025 |
Asset |
Liability |
Net deferred tax |
|
- |
( |
( |
|
|
|
- |
|
|
|
|
( |
( |
Frugi Limited
Notes to the Financial Statements
Period from 27 January 2025 to 1 February 2026
|
Property, plant and equipment |
|
Furniture, fittings and equipment |
Other property, plant and equipment |
Total |
|
|
Cost or valuation |
|||
|
At 29 January 2024 |
|
|
|
|
Additions |
|
|
|
|
Disposals |
( |
- |
( |
|
At 26 January 2025 |
|
|
|
|
At 27 January 2025 |
|
|
|
|
Additions |
|
|
|
|
At 1 February 2026 |
|
|
|
|
Depreciation |
|||
|
At 29 January 2024 |
|
|
|
|
Charge for period |
|
|
|
|
Eliminated on disposal |
( |
- |
( |
|
At 26 January 2025 |
|
|
|
|
At 27 January 2025 |
|
|
|
|
Charge for the period |
|
|
|
|
At 1 February 2026 |
|
|
|
|
Carrying amount |
|||
|
At 1 February 2026 |
|
|
|
|
At 26 January 2025 |
|
|
|
|
At 29 January 2024 |
|
|
|
Frugi Limited
Notes to the Financial Statements
Period from 27 January 2025 to 1 February 2026
|
Intangible assets |
|
Brands |
Website and software |
Total |
|
|
Cost or valuation |
|||
|
At 29 January 2024 |
|
|
|
|
Additions |
- |
|
|
|
Disposals |
- |
( |
( |
|
At 26 January 2025 |
|
|
|
|
At 27 January 2025 |
|
|
|
|
Additions |
- |
|
|
|
At 1 February 2026 |
|
|
|
|
Amortisation |
|||
|
At 29 January 2024 |
|
|
|
|
Amortisation charge |
|
|
|
|
Amortisation eliminated on disposals |
- |
( |
( |
|
At 26 January 2025 |
|
|
|
|
At 27 January 2025 |
|
|
|
|
Amortisation charge |
|
|
|
|
At 1 February 2026 |
|
|
|
|
Carrying amount |
|||
|
At 1 February 2026 |
|
|
|
|
At 26 January 2025 |
|
|
|
|
At 29 January 2024 |
|
|
|
Amortisation expense is included in administrative expenses.
|
Inventories |
|
01 February |
26 January |
|
|
Finished goods and goods for resale |
|
|
As at period end a stock provision of £134,000 has been recognised (2025: £253,000).
Frugi Limited
Notes to the Financial Statements
Period from 27 January 2025 to 1 February 2026
|
Trade and other receivables |
|
Trade and other receivables falling due within one year |
01 February |
26 January |
|
Trade receivables |
|
|
|
Provision for impairment of trade receivables |
( |
( |
|
Net trade receivables |
|
|
|
Receivables from related parties |
|
|
|
Prepayments |
|
|
|
Other receivables |
|
|
|
|
|
The majority of customers pay for goods in advance. No interest is charged on outstanding trade receivables. The Company does not hold any collateral. The carrying amount of trade and other receivables approximates the fair value.
The amounts due from related parties are repayable on demand. No interest is charged on outstanding balances.
|
Cash at bank and in hand |
|
01 February |
26 January |
|
|
Cash at bank |
|
|
|
Trade and other payables |
|
01 February |
26 January |
|
|
Trade payables |
|
|
|
Accrued expenses |
|
|
|
Amounts due to related parties |
|
|
|
Social security and other taxes |
- |
|
|
Outstanding defined contribution pension costs |
- |
|
|
Other payables |
|
|
|
|
|
Frugi Limited
Notes to the Financial Statements
Period from 27 January 2025 to 1 February 2026
Trade payables and accruals comprise amounts outstanding for trade purchases and ongoing costs. The average credit period for trade purchases is 30-60 days. No interest is charged on overdue amounts.
The amounts due to related parties are repayable on demand. No interest is charged on outstanding balances.
At year end the Company has a debenture with HSBC dated 11/09/2019 incorporating a fixed and floating charge over all assets. The floating charge covers all the property or undertaking of the Company. A second fixed charge and floating charge (floating charge covers all the property or undertaking of the Company) dated 23/11/2022 was registered in favour of KSL Holding EHF and satisfied on 20 June 2025.
|
Non current liabilities |
|
01 February |
26 January |
|
|
Amounts due to related parties |
|
|
The amounts due to related parties are repayable between 30/11/2032 and 15/12/2032. 6% interest is charged on outstanding balances payable on the final repayment date.
|
Share capital |
Allotted, called up and fully paid shares
|
01 February |
26 January |
|||
|
No. 000 |
£ 000 |
No. 000 |
£ 000 |
|
|
|
- |
- |
- |
- |
Frugi Limited
Notes to the Financial Statements
Period from 27 January 2025 to 1 February 2026
Rights, preferences and restrictions
|
Ordinary shares have the following rights, preferences and restrictions: |
|
Pension and other schemes |
Defined contribution pension scheme
The Company operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the Company to the scheme and amounted to £63,000 (2025 - £58,000).
Contributions totalling £Nil (2025 - £
|
Parent and ultimate parent undertaking |
Relationship between entity and parents
The parent of the largest Group in which these financial statements are consolidated is
The address of Refined Brands Limited is:
|
Related party transactions |
Summary of transactions with other related parties
Income and receivables from related parties
|
2026 |
Other related parties |
|
Amounts receivable from related party |
|
|
|
|
|
2025 |
|
|
No transactions to disclose.
Frugi Limited
Notes to the Financial Statements
Period from 27 January 2025 to 1 February 2026
Expenditure with and payables to related parties
|
2026 |
Other related parties |
|
Rendering of services |
|
|
|
|
|
2025 |
|
|
No transactions to disclose.
The Company has taken advantage of the exemption from disclosing related party transactions with the parent Company and other wholly owned subsidiaries.
|
Application of new and revised standards |
New and amended Standards and Interpretations applied
The following new and amended Standards and Interpretations have been issued and are effective for the current financial period of the Company. The following changes were in effect from 1 January 2025:
• FRS101 amendments
• IAS 21 Lack of exchangeability
There are no other relevant standards or amendments issued that are first effective for the annual period beginning 27 January 2025.