REGISTERED NUMBER: 04660124 (England and Wales)

Group Strategic Report, Report of the Director and

Consolidated Financial Statements for the Year Ended 28 February 2025

for

PBM Management Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Consolidated Statement of Comprehensive Income

8

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTOR:

P A Marshall

REGISTERED OFFICE:

116 Duke Street

Liverpool

Merseyside

L1 5JW

REGISTERED NUMBER:

04660124 (England and Wales)

AUDITORS:

Xeinadin Audit Limited

116 Duke Street

Liverpool

Merseyside

L1 5JW

The director presents his strategic report of the company and the group for the year ended 28 February 2025.

REVIEW OF BUSINESS

The principal activities of the group are converters and merchants of household and furnishing fabrics, banking in the form of providing loans, property rental, the provision of consultancy services and investment in associates.

The group have continued to perform well during the year despite the economic uncertainty.

Overall, turnover has decreased by 20%, offset by an increase in interest received from loans and on cash reserves. The main trading company within the group had difficulty throughout the year retaining credit insurance terms on some key customers, which contributed significantly to the loss of turnover overall.

The group gross margin reduced by 0.6% due to a range of cost pressures, which were managed throughout the year.

Due to the stage of projects, the groups interest in Associates performed well in the year, which means that the Group Net Profit before taxation has increased from 43% to 54%.

The group's reserves at the year-end increased by 10% to almost £66.7m. The reserves, together with the cash balances, are sufficient to manage foreign currency fluctuations and any significant cost increases.

The number of employees has reduced to 44.

FUTURE DEVELOPMENTS

During the year, the group completed a successful implementation of a new IT system. This has enhanced the group's infrastructure, improved access to information and provided a better foundation to target growth, once economic conditions are favourable. The Group will continue to invest in IT systems and warehousing, to improve service and target further operational efficiencies.

PRINCIPAL RISKS AND UNCERTAINTIES

The group is exposed to fluctuations in demand that could arise due to changes in the economic climate. We manage this by ensuring that we have sufficient reserves to fund any period of decline.

The group is exposed to foreign exchange risk as some products are purchased in US Dollars and sold in Sterling. We manage this risk by holding funds in US Dollars and Euros and by forward buying currency.

The group is not exposed to interest rate risk as we have no external financing.

The group also faces uncertainties due to changes in fashion and demographic trends which can result in stock obsolescence. To help reduce this uncertainty we actively research market trends to assist our design development and purchasing decisions.

ON BEHALF OF THE BOARD:

P Marshall - Director

28 November 2025

The director presents his report with the financial statements of the company and the group for the year ended 28 February 2025.

DIVIDENDS

No dividends will be distributed for the year ended 28 February 2025.

FUTURE DEVELOPMENTS

Details of future developments are included within the Review of Business in the Strategic Report.

DIRECTOR

P A Marshall held office during the whole of the period from 1 March 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P Marshall - Director

28 November 2025

Opinion

We have audited the financial statements of PBM Management Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 28 February 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 28 February 2025 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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:

Identifying and Assessing Potential Risks Related to Irregularities

Enquiring of management, including obtaining and reviewing supporting documentation concerning the group's policies and procedures relating to:

Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance

detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud

the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations

discussing among the engagement team including relevant internal specialists, including tax, valuations, pensions and IT regarding how and where fraud might occur in the financial statements and any potential indicators of fraud

obtaining an understanding of the legal and regulatory framework that the group operates in, focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the group. The key laws and regulations we considered in this context included the Companies Act 2006, Pension legislation, Tax legislation, and Health and Safety requirements.

Audit Response to Risks Identified

In addition to the above, our procedures to respond to risks identified included the following:

reviewing the Financial Statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations discussed above;

enquiring of management concerning actual and potential litigation and claims;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Philip Harrison (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited

116 Duke Street

Liverpool

Merseyside

L1 5JW

28 November 2025

TURNOVER

3

14,581,743

17,850,740

Cost of sales

9,218,030

11,167,887

GROSS PROFIT

5,363,713

6,682,853

Administrative expenses

2,198,286

2,578,777

3,165,427

4,104,076

Other operating income

7,251

9,064

GROUP OPERATING PROFIT

5

3,172,678

4,113,140

Share of operating profit in

Associates

1,369,443

928,558

Income from fixed asset investments

6

43,990

47,141

Interest receivable and similar income

Group

1,140,125

1,161,047

Associates

688,718

398,962

1,872,833

1,607,150

6,414,954

6,648,848

Amounts written off investments

Associates

166,840

1,591,714

Gain/loss on revaluation of assets

1,982,315

121,059

8,564,109

8,361,621

Interest payable and similar expenses

Group

7

(28,317

)

(503

)

Associates

(678,369

)

(597,777

)

PROFIT BEFORE TAXATION

7,857,423

7,763,341

Tax on profit

8

1,727,139

1,875,887

PROFIT FOR THE FINANCIAL YEAR

6,311,774

6,981,709

PROFIT FOR THE FINANCIAL YEAR

6,311,774

6,981,709

OTHER COMPREHENSIVE INCOME

Share of Assoc Other Comprehensive Inc

181,490

1,094,255

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

362,980

2,188,510

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

6,674,754

9,170,219

Profit attributable to:

Owners of the parent

4,748,300

5,809,329

Non-controlling interests

1,381,984

78,125

6,130,284

5,887,454

Total comprehensive income attributable to:

Owners of the parent

5,292,770

9,092,094

Non-controlling interests

1,381,984

78,125

6,674,754

9,170,219

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

4,561,814

2,798,739

Investments

12

Interest in associate

8,499,204

7,431,566

13,061,018

10,230,305

CURRENT ASSETS

Stocks

13

2,591,429

2,956,875

Debtors: amounts falling due within one year

14

3,901,948

4,910,127

Debtors: amounts falling due after more than one year

14

10,591,652

8,801,900

Investments

15

2,669,064

2,474,402

Cash at bank and in hand

36,494,123

34,307,000

56,248,216

53,450,304

CREDITORS

Amounts falling due within one year

16

2,166,462

3,284,690

NET CURRENT ASSETS

54,081,754

50,165,614

TOTAL ASSETS LESS CURRENT LIABILITIES

67,142,772

60,395,919

PROVISIONS FOR LIABILITIES

17

464,708

29,629

NET ASSETS

66,678,064

60,366,290

CAPITAL AND RESERVES

Called up share capital

18

987

987

Share premium

19

7,950,243

7,950,243

Revaluation reserve

19

2,630,136

1,200,000

Fair value reserve

19

1,275,745

1,094,255

Retained earnings

19

50,350,670

47,032,506

SHAREHOLDER FUNDS

62,207,781

57,277,991

NON-CONTROLLING INTERESTS

20

4,470,283

3,088,299

TOTAL EQUITY

66,678,064

60,366,290

The financial statements were approved by the director and authorised for issue on 28 November 2025 and were signed by:

P Marshall - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

30,471,518

30,101,559

30,471,518

30,101,559

CURRENT ASSETS

Debtors: amounts falling due within one year

14

458,588

2,406,075

Debtors: amounts falling due after more than one year

14

10,591,652

8,801,900

Cash at bank

16,813,540

15,110,780

27,863,780

26,318,755

CREDITORS

Amounts falling due within one year

16

766,031

627,688

NET CURRENT ASSETS

27,097,749

25,691,067

TOTAL ASSETS LESS CURRENT LIABILITIES

57,569,267

55,792,626

PROVISIONS FOR LIABILITIES

17

988,660

953,012

NET ASSETS

56,580,607

54,839,614

CAPITAL AND RESERVES

Called up share capital

18

987

987

Share premium

19

7,950,243

7,950,243

Revaluation reserve

19

21,518,845

21,197,219

Retained earnings

19

27,110,532

25,691,165

SHAREHOLDERS' FUNDS

56,580,607

54,839,614

Company's profit for the financial year

1,419,367

3,645,335

The financial statements were approved by the director and authorised for issue on 27 November 2025 and were signed by:

P Marshall - Director

Called up

share

Retained

Share

Revaluation

capital

earnings

premium

reserve

£

£

£

£

Balance at 1 March 2023

987

41,223,177

7,950,243

1,200,000

Changes in equity

Total comprehensive income

-

5,809,329

-

-

Balance at 29 February 2024

987

47,032,506

7,950,243

1,200,000

Changes in equity

Total comprehensive income

-

3,318,164

-

1,430,136

Balance at 28 February 2025

987

50,350,670

7,950,243

2,630,136

Fair

value

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1 March 2023

-

50,374,407

4,060,174

54,434,581

Changes in equity

Dividends

-

-

(1,050,000

)

(1,050,000

)

Total comprehensive income

1,094,255

6,903,584

78,125

6,981,709

Balance at 29 February 2024

1,094,255

57,277,991

3,088,299

60,366,290

Changes in equity

Total comprehensive income

181,490

4,929,790

1,381,984

6,311,774

Balance at 28 February 2025

1,275,745

62,207,781

4,470,283

66,678,064

Called up

share

Retained

Share

Revaluation

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 March 2023

987

22,045,830

7,950,243

18,290,699

48,287,759

Changes in equity

Total comprehensive income

-

3,645,335

-

2,906,520

6,551,855

Balance at 29 February 2024

987

25,691,165

7,950,243

21,197,219

54,839,614

Changes in equity

Total comprehensive income

-

1,419,367

-

321,626

1,740,993

Balance at 28 February 2025

987

27,110,532

7,950,243

21,518,845

56,580,607

Cash flows from operating activities

Cash generated from operations

1

3,866,941

6,216,748

Interest paid

(28,317

)

(503

)

Share of associates operating profit

(1,369,443

)

(928,558

)

Share of associates fv adjustment

(166,840

)

(1,591,714

)

Tax paid

(1,336,386

)

(1,488,748

)

Net cash from operating activities

965,955

2,207,225

Cash flows from investing activities

Purchase of tangible fixed assets

(90,764

)

(96,675

)

Sale of tangible fixed assets

7,524

35,500

Sale of fixed asset investments

59,737

(2,419

)

Purchase of current asset investments

(578,094

)

(352,867

)

Sale of current asst investments

505,746

342,613

Interest received

1,140,125

1,161,047

Dividends received

43,990

47,141

Net cash from investing activities

1,088,264

1,134,340

Cash flows from financing activities

Amount introduced by directors

2,849

-

Amount withdrawn by directors

130,055

(1,360,263

)

Dividends paid to minority interests

-

(1,050,000

)

Net cash from financing activities

132,904

(2,410,263

)

Increase in cash and cash equivalents

2,187,123

931,302

Cash and cash equivalents at beginning of year

2

34,307,000

33,375,698

Cash and cash equivalents at end of year

2

36,494,123

34,307,000

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

28.2.25

29.2.24

£

£

Profit before taxation

7,857,423

7,763,341

Depreciation charges

187,689

135,449

Profit on disposal of fixed assets

(67,261

)

(6,021

)

Gain on revaluation of fixed assets

(1,982,315

)

(121,059

)

Removal of income from associates

631,267

908,328

Finance costs

706,686

598,280

Finance income

(1,872,833

)

(1,607,150

)

5,460,656

7,671,168

Decrease in stocks

365,446

33,309

Increase in trade and other debtors

(781,573

)

(1,406,948

)

Decrease in trade and other creditors

(1,177,588

)

(80,781

)

Cash generated from operations

3,866,941

6,216,748

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 28 February 2025

28.2.25

1.3.24

£

£

Cash and cash equivalents

36,494,123

34,307,000

Year ended 29 February 2024

29.2.24

1.3.23

£

£

Cash and cash equivalents

34,307,000

33,375,698

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.3.24

Cash flow

At 28.2.25

£

£

£

Net cash

Cash at bank and in hand

34,307,000

2,187,123

36,494,123

34,307,000

2,187,123

36,494,123

Liquid resources

Current asset investments

2,474,402

194,662

2,669,064

2,474,402

194,662

2,669,064

Total

36,781,402

2,381,785

39,163,187