Refined Brands Limited

Contents

Refined Brands Limited

Strategic Report

Period from 27 January 2025 to 1 February 2026

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

Principal activity

The principal activity of the Group is as a UK-based holding company engaged in the investment in, and management of, a portfolio of four clothing and accessories retail brands. The Group’s operating entities and brands include Frugi Limited (“Frugi”), Celtic Sheepskin & Co. Limited (“Celtic & Co.”), Turtle Doves (Not Just Gloves) Limited (“Turtle Doves”), and Kettlewell Colours Limited (“Kettlewell Colours”).

The brands design and manufacture clothing, outerwear, footwear and accessories for women, men and children, principally from natural fibres and materials. The Group operates its own website channels as well as through selected concession partner websites in the UK and the US, including John Lewis, Next, Marks & Spencer, Mountain Warehouse, Macy’s and Nordstrom. In addition, revenue is generated through wholesale channels with independent retailers, mainly throughout the UK but also Europe and the rest of the World

Each brand has its own unique heritage and DNA but shares a common thread of being digitally native, ethically sourced, natural and sustainable. The Group acts as a digital marketing platform at the cutting edge of consumer learning, driving data-led marketing and customer engagement. It has also built a robust back-office infrastructure, underpinned by an integrated, single-tech stack, with consolidated warehousing and logistics facilities, complemented by an in-house production facility serving Celtic & Co. and Turtle Doves.

Frugi:
The UK’s leading organic and ethically focused childrenswear brand in the UK. Known for vibrant prints, fun appliqués and clever designs, Frugi’s products focus on durability for everyday adventures. Key products include organic cotton clothing with fit-for-longer and easy-dressing features, and outerwear made from recycled plastic. Twenty percent of Frugi’s seasonal range carry the Circular Textiles Foundation mark, certifying them as 100% recyclable.

Celtic & Co.:
Digital pioneers of the ethical fashion movement, Celtic & Co. is passionate about creating high quality investment pieces from sustainable natural fibres, designed to last a lifetime. Key products include sheepskin boots, knitwear and outerwear. Celtic & Co. retains a significant portion of its products being manufactured in the UK, including at our in-house factory in Newquay, Cornwall.

Kettlewell Colours:
Kettlewell designs quality essentials underpinned by colour, enabling customers to feel empowered and confident in what they wear, with a firm ethos of “£1 cost per wear” at the heart of product development. Kettlewell Colours provides over 300 colour-coded shades in its garments and accessories, supporting colour analysis and styling. Key products include contemporary wardrobe essentials, such as staple tops, knitwear, trousers and skirts, sourced from supply partners with a focus on responsible production and employee welfare.

Turtle Doves:
Turtle Doves is a British zero-waste ethos design and manufacturing company, specialising in using post-consumer textile waste to create beautiful new garments and accessories. Key products include fingerless gloves, neck warmers, wrist warmers and beanies, produced by skilled a workforce of seamstresses at our factory in Newquay, Cornwall.

Refined Brands Limited

Strategic Report

Period from 27 January 2025 to 1 February 2026

Adjusted EBITDA is inclusive of depreciation and interest on the Right of Use Assets and Liabilities respectively, which reflect operating property costs. It excludes non-exec fees (£0.2m) and exceptional costs (£0.4m).

As well as the KPIs above, the business monitors stockholding, outstanding orders, returns rates, order processing times, customer response times, customer acquisition, customer retention, marketing spend efficiency, and overheads, to assess the performance of the business.

Key KPIs are monitored on a daily, weekly, monthly and seasonal basis.
 

Fair review of the business

The period saw top line sales growth of 3%, despite a challenging macroeconomic environment, including geo-political events, cost-of-living pressures and reduced consumer confidence.

In order to drive additional demand and ensure that the Group did not close the period with excess stock, promotional activities needed to be driven harder than in previous periods, which was consistent with the wider retail market. To combat this, some re-sourcing of the supply base was carried out and negotiations held with existing suppliers to gain improved intake margin. This thereby ensured that the final product margin (Net Sales less Cost of Products) fell only marginally, from 63.9% to 63.2%.

Marketing spend had to be pushed harder to drive additional sales than it had been in the prior period, with the responsiveness, specifically to cold catalogue mailing, reducing. This was partially offset by some improvements in the return on online digital marketing spend e.g. with Meta and Google, leading to an overall marketing spend to own-channel retail sales ratio of 20.9% vs 20.3% in the previous period.

During the period, the US government introduced tariffs for products entering into the country and, importantly, the removal of the de minimis on small package imports. As such, the cost of selling goods in the US increased significantly from September 2025. As a result, the fulfilment costs for the Group overall increased from 11.3% to 11.8% of sales.

The cost pressures noted above, combined with an increase in overhead base (predominantly from real living wage and national insurance increases, along with some key new hires) led to the Group’s Adjusted EBITDA falling to £2.5m, from £3.8m in the previous period, despite the growth in top line sales.

A new legal entity in the US, Refined Brands USA Corp. was incorporated on 11 July 2025 and now forms part of the consolidated Group.

Refined Brands Limited

Strategic Report

Period from 27 January 2025 to 1 February 2026

A refinancing of the Group’s debt facilities took place during the period (refer to interest rate risk section below), along with the redemption of 40% of the preference shares in issue. The latter returned £3.3m, inclusive of £0.7m accrued dividends, back to the Group’s preference shareholders.

Sustainability
The Group continued to make good progress with sustainability initiatives, including both Celtic & Co. and Frugi gaining B Corp accreditation in April and May 2025 respectively.

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 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.

Turtle Doves is founded on the principle of giving pre-loved materials a new life. Its products are made from 100% recycled cashmere, with pre-consumer and post-consumer cashmere jumpers carefully repurposed into high-quality accessories. This circular approach helps divert textile materials from waste and reduces the need for virgin raw materials. The brand operates a Cashmere Recycling Scheme, enabling customers to return unwanted cashmere so that it can be given a further life, and follows a zero-waste philosophy whereby material from the cashmere garments it processes is used wherever possible.

Sustainability is an important part of Kettlewell Colours’ brand proposition, with the Company focused on encouraging considered purchasing and creating high-quality wardrobe staples that can be worn and enjoyed for many seasons. Its distinctive colour expertise and coordinated collections are designed to help customers build versatile wardrobes, supporting longevity and reducing the need for frequent replacement.

Responsible sourcing is an important element of Kettlewell’s approach. The brand carefully selects its manufacturing partners, with independent audits to support oversight of working conditions, worker welfare and ethical standards. The brand has also introduced its Kettlewell Preloved marketplace, enabling customers to buy and sell previously owned Kettlewell garments and helping to extend the useful life of its products.

Additionally, solar panels were installed at the Group’s main headquarters and warehouse in Cornwall during the Summer of 2025.

Refined Brands Limited

Strategic Report

Period from 27 January 2025 to 1 February 2026

Principal Risks and uncertainties
Celtic & Co. and Turtle Doves remain primarily tailored for colder seasons, which poses a risk in the event of a mild winter impacting sales. In recent years the brands have been successfully expanding their Spring and Summer range to combat this. Notably, Turtle Doves successfully developed and sold a Holiday Shop range for the first time during the Summer of 2025. Furthermore, both brands can respond quickly to changes in product demand, with the overwhelming majority of Celtic & Co.’s products being manufactured in the UK and Europe and Turtle Doves products being manufactured at our own factory in Cornwall.

Frugi is exposed to some risk from long stock lead times, as the 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 mitigate this through negotiation of preferential rates with key suppliers and freight forwarders.

In this competitive market, where the cost of living and global economic uncertainties are influencing consumer behaviour, all portfolio brands are open to the risk of reduced customer demand. 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.

Financial Risk
The Group’s operations expose it to a variety of financial risks that include the effects of changes in foreign currency exchange rates, inflation and interest rate risk and cash flow risk. The Group seeks to limit the adverse effects on 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 Group’s finance department, managed at CFO Level.

Foreign exchange 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 a wide Group of brands that continue to expand their consumer offering internationally, with a significant element of the revenue from Celtic & Co. and Kettlewell Colours earned in USD and a significant element of the revenue from Frugi earned in EUR, this acts as a natural hedge to offset these exchange rate fluctuations.

The Directors regularly monitor the foreign exchange market and if ever deemed it necessary, would look to hedge any specific risks. However, this has not been the case to date.
 

Refined Brands Limited

Strategic Report

Period from 27 January 2025 to 1 February 2026

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 to get the best rates from suppliers.

During the period, the financing facilities with HSBC and Kvika Securities were repaid in full and a new three-year term loan was entered into with HSBC, together with a Revolving Credit Facility. The facilities bear interest at rates linked to Bank of England Base Rate and SONIA respectively. The Directors monitor interest rate movements regularly and manage the Group’s exposure through forecasting, facility utilisation and cash management. Furthermore, the Revolving Credit Facility allows the Group to only incur the additional interest-bearing debt during certain times of the year, rather than being fully exposed on all of its debt all year round.
 

Cash flow risk:
Seasonal revenue patterns are managed through regular forecasting and facility headroom. As noted above, the introduction of a Revolving Credit Facility has given greater flexibility in allowing the Group to gain access to additional funds during times of the year when it is needed and repay immediately when it is not needed.
 

Operational and IT Risks
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.

As online retailers, with a strong D2C offering, a significant failure in IT systems could result in the brands being unable to operate effectively. We 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.

International trade and regulatory risk
The Group is exposed to changes in tariffs, customs arrangements, import duties and other regulatory requirements in the markets in which it operates. The Group monitors regulatory developments and works with external advisers and logistics partners to manage compliance and mitigate the impact of changes in applicable duties and import requirements.
 

Refined Brands Limited

Strategic Report

Period from 27 January 2025 to 1 February 2026

Employees
The Group recognises that its employees are fundamental to the success of the business. During the period, the Group continued to focus on employee engagement, wellbeing, development and creating an inclusive and supportive working environment.

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

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

Future developments
The Group plans to expand through cross-brand initiatives, third-party online channels, and international markets.

Further investment is to be made in digital capabilities to enhance internal systems architecture, customer engagement and operational efficiency. Following the period end, the Group further invested in customer experience through a transition of all brands’ websites to Shopify, from legacy platforms. This has seen an increase in conversion rates across the sites.

The Group is also set up for further acquisitive growth, with the infrastructure, team and digital platforms in place to add further brands as and when the opportunities arise.

Refined Brands Limited

Strategic Report

Period from 27 January 2025 to 1 February 2026

Non-financial and sustainability information

Streamlined energy and carbon reporting (SECR)

The Group’s energy use and associated greenhouse gas emissions for the period are set out below in accordance with the Streamlined Energy and Carbon Reporting requirements:

Use of energy and greenhouse gas emissions:

Carbon and energy efficiency actions
• The Group is committed to responsible carbon management and will practice energy efficiency throughout the organisation. The Group recognizes that climate change is one of the most serious environmental challenges currently threatening the global community and we understand it has a role to play reducing greenhouse gas emissions.
• The Group has implemented the following initiatives during the financial period to improve energy efficiency and reduce greenhouse gas emissions:
• Partnering with suppliers who actively seek to reduce their own carbon footprint and make use of natural and sustainable raw materials.
• Maintaining a significant supply source from within the UK, including our own production site, to reduce freight and shipping emissions.
• Use of green energy throughout our operations and ensuring all lighting is always switched off when not used, along with the use of sensor lighting and LED bulbs.
• Promote use of video conferencing for meetings between Group teams working in different locations.
• Operation of a Cycle to Work scheme.
• Introduction of an Electric Vehicle scheme.
• Lift sharing when people are either travelling to their usual place of work, or working in other Group office locations to reduce travel emissions.
• Use of local labour and supplies wherever possible to reduce delivery distances.
• Introduction of solar panels at the Group’s main headquarters and warehouse.

Methodology used in the calculation of disclosures
SECR methodology, as specified in “Environmental reporting guidelines: including Streamlined Energy and Carbon reporting and greenhouse gas reporting” was used in conjunction with Government GHG reporting conversion factors.
 

Refined Brands Limited

Strategic Report

Period from 27 January 2025 to 1 February 2026

Section 172(1) statement

As directors of Refined Brands Limited, we are committed to acting in good faith to promote the long-term success of the company for the benefit of its shareholders. In doing so, we have had due regard to the following statutory factors:
• The likely long-term consequences of our decisions.
• The interests of our employees.
• Our relationships with suppliers, customers, and others.
• The impact of our operations on the community and the environment.
• The desirability of maintaining a high standard of business conduct and reputation.
• The need to act fairly between members.

The following statement sets out how we have had regard to these matters during the financial period ended 1 February 2026
 

1. Long-Term Strategy and Portfolio Integration
During the period we continued to integrate our portfolio of sustainable fashion brands, following the relocation of the Turtle Doves brand in the prior period. Head office functions are now consolidated into our main HQ in Cornwall and in-house production now takes place in our central factory in Cornwall. The majority of our warehouse and distribution (inclusive of Celtic & Co, Frugi and Turtle Doves) now sits within our main DC in Cornwall, with Kettlewell Colours continuing to be warehoused and fulfilled from our separate site in Somerset, where we believe this is best placed to sit.

We remain focused on future growth and acquisition of further brands. However, these must meet our strict long-term strategic principles.
 

2. Supporting Employees
Our people are at the heart of our success. This period, we enhanced our employee welfare offer, introducing enhanced maternity and paternity leave policies, a pension salary sacrifice scheme and a holiday buy-back option, to provide greater flexibility and support.

These steps build on our ongoing programme of staff engagement, which included staff surveys and structured business updates during the period.

The Directors have devoted resources to employee training, structured integration plans, and wellness support, ensuring a positive and inclusive culture.

3. Suppliers and Ethical Standards
All Group brands maintain strong relationships with ethical suppliers. We emphasize sustainable fabrics and ethical practices, carefully selecting supply partners who share our values around natural materials and local craftsmanship. This nurtures trust, reliability, and shared brand reputation.

We conducted supplier audits across the Group to ensure partners continue to meet our high ethical and sustainability standards. These audits strengthen trust within our supply chain and support the long-term resilience of our brands.

We also refined and published our Group Modern Slavery Statement, reinforcing our commitment to responsible sourcing and transparent business practices.

Refined Brands Limited

Strategic Report

Period from 27 January 2025 to 1 February 2026

4. Community and Environmental Impact
Aligned with our sustainability manifesto, each brand prioritizes natural, ethically crafted products designed for longevity. We are committed to reducing our environmental footprint, supporting skilled manufacturing, and promoting heritage British craftsmanship, specifically in the Celtic & Co and Turtle Doves brands.

We recognise our responsibility to the communities in which we operate. This period, our teams took part in local community initiatives including beach cleans and volunteering days at local charities, strengthening our connection to the environment and reinforcing the values shared across our portfolio brands.
 

5. Upholding Reputation and Standards of Conduct
By consistently prioritising ethical practices, sustainable design, and fair treatment of stakeholders, we have continued to build our reputation as a trusted and values-driven fashion group. This reputation is essential to long-term brand equity and underpins our relationships with customers, employees, suppliers, and investors alike.

6. Fair Treatment of Owners and Members
We have continued to manage shareholder relations transparently, ensuring all decisions, particularly those relating to the refinancing and preference share redemptions, were precisely recorded and communicated fairly and equitably to members, in line with the Group’s Investor Agreement.
 

Engagement with employees

See discussion in Section 172 statement.

Engagement with suppliers, customers and other relationships

See discussion in Section 172 statement.

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

Refined Brands Limited

Directors' Report

Period from 27 January 2025 to 1 February 2026

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

Directors of the Group

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 G Mackenzie

Ms M J Nicholson

Mr T Sarucan

Mrs K A Whitworth

Mr N R Whitworth

Mr J Williams

Dividends

Interim dividends paid on ordinary shares during the period of Nil in respect of the period ended 1 February 2026 (2025: Nil).

The Directors do not recommend the payment of a final dividend for the period.

£2,560,000 preference shares were redeemed during the period ended 1 February 2026 alongside an accrued dividends of £719,000 (2025: Nil).

Political contributions

The Group made no political donations or incurred any political expenditure during the period ended 1 February 2026 (2025: Nil).

Financial risk management objectives and policies
The Group's 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 Group seeks to limit the adverse effects on 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 Group’s finance departments. Foreign exchange, credit liquidity and interest rate risk are managed at CFO Level.

The Group performed a re-financing subsequent to the period end, to provide increased flexibility to support its ongoing strategic initiatives.
 

Price risk

The Group reviews its pricing strategy on a seasonal basis and undertakes cost analysis and supplier collaboration initiatives to mitigate price volatility. The Group values its suppliers and works collaboratively on a long-term basis, jointly planning production, delivery, and quality control.

Refined Brands Limited

Directors' Report

Period from 27 January 2025 to 1 February 2026

Foreign exchange risk
As the business continues to expand internationally there is a risk of foreign exchange fluctuations with turnover generated in multiple currencies. 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 Group’s success.

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 on a daily, weekly, and monthly basis and has strategies in place to ensure adequate future cash flows.

Going concern

Despite macro-economic headwinds, the Directors have reviewed forecasts and budgets and are confident of the Group’s ability to continue trading as a going concern.

The Group maintains a positive current and net asset base and held a significant cash balance at the period end of £0.8m, along with £3.5m undrawn on the Group Revolving Credit Facility and £0.5m unused overdraft facility.

Disclosure of information to the auditor

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

Refined Brands Limited

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.

Refined Brands Limited

Independent Auditor's Report to the Members of Refined Brands Limited

Opinion

We have audited the financial statements of Refined Brands Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period from 27 January 2025 to 1 February 2026, which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Statement of Financial Position, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, 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 International Financial Reporting Standards (IFRSs) as adopted by the UK.

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 Group 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 Group or Parent 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.

Refined Brands Limited

Independent Auditor's Report to the Members of Refined Brands Limited

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 Group and the Parent 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 12, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 

Refined Brands Limited

Independent Auditor's Report to the Members of Refined Brands Limited

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 (IFRS 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 Group’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:
• Reviewing legal and professional costs to identify legal costs in respect of non compliance;
• Making 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
• Reviewing 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 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.

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

Unit 18, 23 Melville Building East
Royal William Yard
Plymouth
Devon
PL1 3GW

29 October 2026

Refined Brands Limited

Consolidated Income Statement

Period from 27 January 2025 to 1 February 2026

The above results were derived from continuing operations.

Refined Brands Limited

Consolidated Statement of Comprehensive Income

Period from 27 January 2025 to 1 February 2026

Refined Brands Limited

Consolidated Statement of Financial Position as at 1 February 2026

Refined Brands Limited

Consolidated Statement of Financial Position as at 1 February 2026

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

Company Registration Number: 13175575

Refined Brands Limited

Statement of Financial Position

1 February 2026

Refined Brands Limited

Statement of Financial Position

1 February 2026

The Company made a profit for the financial period of £3,401,000 (2025: loss of £1,065,000). The Company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

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

Company Registration Number: 13175575

Refined Brands Limited

Consolidated Statement of Changes in Equity

Period from 27 January 2025 to 1 February 2026