REGISTERED NUMBER: 08820424 (England and Wales)

UNIFORM BRANDS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

to

4

Report of the Independent Auditors

5

to

6

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Statement of Financial Position

9

Company Statement of Financial Position

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Consolidated Statement of Cash Flows

14

Notes to the Consolidated Financial Statements

15

to

31

DIRECTORS:

D Wormwell

S J Dorrell

R S Walker

SECRETARY:

P J Kenny

REGISTERED OFFICE:

10 St James's Place

London

SW1A 1NP

REGISTERED NUMBER:

08820424 (England and Wales)

AUDITORS:

Duncan & Toplis Limited, Statutory Auditor

14 All Saints Street

Stamford

Lincolnshire

PE9 2PA

The directors present their strategic report of the company and the group for the year ended 31 December 2016.

REVIEW OF BUSINESS

The Group continued to consolidate its previous acquisitions in 2015. In addition the Group founded a new business

in Germany to develop the Simon Jersey and Ballyclare brands into the German and continental European markets.

Investment has continued in all areas of the business, but especially in IT, procurement and sales. Although the Group

is not yet profitable, management remain confident that the investments made in 2015 will yield benefits in future

years.

The Group remains focused on its three key core brands of Simon Jersey, Orcon and Ballyclare. The Group has

commenced the integration of the Hean healthcare brand into the wider Simon Jersey stable. In addition the Pioner

brand continues to trade.

Group turnover was down slightly (3.4%) on the previous year, reflecting the continued consolidation of some weaker

contracts within the Group. Gross margin remained steady at 36%, which was pleasing given the adverse movement in

foreign exchange following the Brexit decision in June.

The Group continues to have a very strong net asset position of £22m, this is supported by freehold property owned

and utilised by the various companies within the Group. The Group was supported by loans from the shareholder

David P J Ross of £3.1m in the year.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group reviews its risks regularly and considers the principal risk that it faces is the successful renewal of customer

contracts which are subject to periodic competitive tender.

The Group is also exposed to the risk of changes in the market prices for the commodities it uses in clothing

manufacturing.

The financial risks that the Group is exposed to, as well as the policies for managing these risks are detailed below:

Interest rate risk

The Group has financed its operations through bank overdraft and finance from the shareholder David PJ Ross.

Credit risk

The Group manage the credit risk by maintenance of appropriate credit control procedures.

Foreign currency risk

The Group's transactions are a mixture of Sterling, Euros and US Dollars. The Group aims to hedge the currency

exposure by equalising the purchases and sales of goods and services in the foreign currencies. When this is not

possible forward contracts are set up to minimise the risk of exposure.

ON BEHALF OF THE BOARD:

R S Walker - Director

27 September 2017

The directors present their report with the financial statements of the company and the group for the year ended

31 December 2016.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the design, supply, manufacture and

maintenance of corporate clothing, workwear and protective clothing.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2016.

FUTURE DEVELOPMENTS

The directors are confident about the long term prospects for the group which has well established brands and is

focussed on specialist markets where quality and service have intrinsic value.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2016 to the date of this

report.

D Wormwell

S J Dorrell

Other changes in directors holding office are as follows:

N P Teagle - resigned 25 April 2016

R S Walker - appointed 18 April 2016

FINANCIAL INSTRUMENTS

At the year end the group's financial instruments comprised of loans from the shareholder, a mortgage over the Dutch

property, cash and liquid resources and various items such as trade debtors and trade creditors that arise directly

from operations.

It is, and has been throughout the period under review, the group's policy that no trading in financial instruments

shall be undertaken.

The group manages the risks of financial instruments as set out in the Strategic Report. Other than the details there,

the group's use of financial instruments is not material for the assessment of the assets, liabilities, financial position

and profit of the group.

DISABLED PERSONS

The Group will employ disabled persons when they appear to be suitable for a particular vacancy and every effort is

made to ensure that they are given full and fair consideration when such vacancies arise. The Group operates a

progressive system for career development and progression which is available to all employees.

EMPLOYEE INVOLVEMENT

The Group encourages the involvement of its employees in its management through regular meetings of the site

consultative teams which have responsibility for the dissemination of information of particular concern to employees

and for receiving their views on important matters of policy. The Group also holds a series of formal briefings on

Group performance.

OFFICERS' INSURANCE

The Group has purchased and maintains insurance to cover its officers against liabilities in relation to their duties to

the group.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial

statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the

directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors

must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of

affairs of the company and the group and of the profit or loss of the group for that period. In preparing these

financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the

company and the group 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 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 directors are 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 each director 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.

ON BEHALF OF THE BOARD:

R S Walker - Director

27 September 2017

We have audited the financial statements of Uniform Brands Limited for the year ended 31 December 2016 on pages

seven to thirty one. 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 Financial

Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

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.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give

reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or

error. This includes an assessment of: whether the accounting policies are appropriate to the group's and the parent

company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of

significant accounting estimates made by the directors; and the overall presentation of the financial statements. In

addition, we read all the financial and non-financial information in the Group Strategic Report and the Report of the

Directors to identify material inconsistencies with the audited financial statements and to identify any information

that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the

course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we

consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2016 and of the group's loss 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.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit, the information given in the Group Strategic

Report and the Report of the Directors for the financial year for which the financial statements are prepared is

consistent with the financial statements, and has been prepared in accordance with applicable legal requirements. In

the light of the knowledge and understanding of the group and the parent company and its environment, we have not

identified any material misstatements in the Group Strategic Report or the Report of the Directors.

Matters on which we are required to report by exception

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 directors' remuneration specified by law are not made; or

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

Mark Hindmarch BSc ACA (Senior Statutory Auditor)

for and on behalf of Duncan & Toplis Limited, Statutory Auditor

14 All Saints Street

Stamford

Lincolnshire

PE9 2PA

27 September 2017

TURNOVER

Group and share of joint ventures

41,624,529

43,099,525

Less:

Share of joint ventures' turnover

(85,820

)

(56,400

)

GROUP TURNOVER

3

41,538,709

43,043,125

Cost of sales

(26,672,877

)

(27,291,625

)

GROSS PROFIT

14,865,832

15,751,500

Administrative expenses

(15,418,462

)

(16,277,650

)

(552,630

)

(526,150

)

Other operating income

14,467

-

OPERATING LOSS

5

(538,163

)

(526,150

)

Exceptional costs

6

(508,641

)

(1,111,147

)

(1,046,804

)

(1,637,297

)

Income from other participating interests

-

(1,480

)

Interest receivable and similar income

88

-

(1,046,716

)

(1,638,777

)

Interest payable and similar expenses

7

-

(56,122

)

LOSS BEFORE TAXATION

(1,046,716

)

(1,694,899

)

Tax on loss

8

(47,093

)

89,453

LOSS FOR THE FINANCIAL YEAR

(1,093,809

)

(1,605,446

)

Loss attributable to:

Owners of the parent

(1,093,809

)

(1,605,446

)

LOSS FOR THE YEAR

(1,093,809

)

(1,605,446

)

OTHER COMPREHENSIVE INCOME

Foreign exchange movement on reserves

122,757

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

122,757

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(971,052

)

(1,605,446

)

Note

Prior year adjustment

10

(627,059

)

(190,815

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(1,598,111

)

(1,796,261

)

Total comprehensive income attributable to:

Owners of the parent

(1,598,111

)

(1,796,261

)

FIXED ASSETS

Intangible assets

11

686,579

971,126

1,270,373

Tangible assets

12

20,161,804

18,098,865

11,800,923

Investments

13

-

-

-

20,848,383

19,069,991

13,071,296

CURRENT ASSETS

Stocks

14

15,725,176

16,676,773

12,135,352

Debtors

15

11,941,322

11,491,616

10,845,988

Cash at bank

3,155,570

4,425,719

6,621,858

30,822,068

32,594,108

29,603,198

CREDITORS

Amounts falling due within one year

16

(26,877,145

)

(25,967,109

)

(15,089,123

)

NET CURRENT ASSETS

3,944,923

6,626,999

14,514,075

TOTAL ASSETS LESS CURRENT LIABILITIES

24,793,306

25,696,990

27,585,371

CREDITORS

Amounts falling due after more than one year

17

(589,985

)

(551,598

)

(638,785

)

PROVISIONS FOR LIABILITIES

22

(263,553

)

(234,572

)

(430,320

)

NET ASSETS

23,939,768

24,910,820

26,516,266

CAPITAL AND RESERVES

Called up share capital

23

23,000,101

23,000,101

23,000,101

Retained earnings

24

939,667

1,910,719

3,516,165

SHAREHOLDERS' FUNDS

23,939,768

24,910,820

26,516,266

The financial statements were approved by the Board of Directors on 27 September 2017 and were signed on its

behalf by:

R S Walker - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

7,956,238

6,206,326

Investments

13

17,404,306

17,404,306

25,360,544

23,610,632

CURRENT ASSETS

Debtors

15

14,555,381

13,380,262

Cash at bank

176,126

626,210

14,731,507

14,006,472

CREDITORS

Amounts falling due within one year

16

(18,085,030

)

(15,034,383

)

NET CURRENT LIABILITIES

(3,353,523

)

(1,027,911

)

TOTAL ASSETS LESS CURRENT LIABILITIES

22,007,021

22,582,721

CAPITAL AND RESERVES

Called up share capital

23

23,000,101

23,000,101

Other reserves

24

722,429

722,429

Retained earnings

24

(1,715,509

)

(1,139,809

)

SHAREHOLDERS' FUNDS

22,007,021

22,582,721

Company's loss for the financial year

(575,700

)

(877,400

)

The financial statements were approved by the Board of Directors on 27 September 2017 and were signed on its behalf by:

R S Walker - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2015

23,000,101

3,706,980

26,707,081

Prior year adjustment

-

(190,815

)

(190,815

)

As restated

23,000,101

3,516,165

26,516,266

Changes in equity

Total comprehensive income

-

(978,387

)

(978,387

)

Balance at 31 December 2015

23,000,101

2,537,778

25,537,879

Prior year adjustment

-

(627,059

)

(627,059

)

As restated

23,000,101

1,910,719

24,910,820

Changes in equity

Total comprehensive income

-

(971,052

)

(971,052

)

Balance at 31 December 2016

23,000,101

939,667

23,939,768

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2015

23,000,101

(262,409

)

722,429

23,460,121

Changes in equity

Total comprehensive income

-

(877,400

)

-

(877,400

)

Balance at 31 December 2015

23,000,101

(1,139,809

)

722,429

22,582,721

Changes in equity

Total comprehensive income

-

(575,700

)

-

(575,700

)

Balance at 31 December 2016

23,000,101

(1,715,509

)

722,429

22,007,021

Cash flows from operating activities

Cash generated from operations

1

(188,683

)

742,387

Interest paid

-

(56,122

)

Tax paid

-

24,270

Net cash from operating activities

(188,683

)

710,535

Cash flows from investing activities

Purchase of intangible fixed assets

(7,580

)

(16,403

)

Purchase of tangible fixed assets

(4,584,298

)

(8,850,752

)

Sale of tangible fixed assets

-

(243,073

)

Acquisition of subsidiaries

(28,138

)

(125,099

)

Interest received

88

-

Net cash from investing activities

(4,619,928

)

(9,235,327

)

Cash flows from financing activities

New loans in year

-

1,043,500

Loan repayments in year

(61,408

)

(87,187

)

Shareholder loans

3,141,585

4,892,631

Net cash from financing activities

3,080,177

5,848,944

Decrease in cash and cash equivalents

(1,728,434

)

(2,675,848

)

Cash and cash equivalents at beginning of year

2

3,187,345

5,863,193

Effect of foreign exchange rate changes

171,656

-

Cash and cash equivalents at end of year

2

1,630,567

3,187,345

1.	RECONCILIATION OF LOSS FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2016

2015

as restated

£

£

Loss for the financial year

(1,093,809

)

(1,605,446

)

Depreciation charges

2,249,024

2,973,184

Loss on disposal of fixed assets

272,335

133,355

Exceptional costs

75,519

427,808

Amortisation

292,127

-

Finance costs

-

56,122

Finance income

(88

)

1,480

Taxation

47,093

(89,453

)

1,842,201

1,897,050

Decrease/(increase) in stocks

951,597

(4,541,421

)

Increase in trade and other debtors

(449,706

)

(782,316

)

(Decrease)/increase in trade and other creditors

(2,532,775

)

4,169,074

Cash generated from operations

(188,683

)

742,387

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Consolidated Statement of Cash Flows in respect of cash and cash equivalents

are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2016

31.12.16

1.1.16

£

£

Cash and cash equivalents

3,155,570

4,425,719

Bank overdrafts

(1,525,003

)

(1,238,374

)

1,630,567

3,187,345

Year ended 31 December 2015

31.12.15

1.1.15

as restated

£

£

Cash and cash equivalents

4,425,719

6,621,858

Bank overdrafts

(1,238,374

)

(758,665

)

3,187,345

5,863,193

1.	STATUTORY INFORMATION

Uniform Brands Limited is a private company, limited by shares , registered in England and Wales. The

company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The significant accounting policies applied in the preparation of these financial statements are set out below.

These policies have been consistently applied to all years presented unless otherwise stated.

Basis of consolidation

The group accounts have been prepared on the basis that full disclosure has been made of subsidiary company

figures. Where the company holds more than 20% of the share capital in joint ventures, the applicable

percentage of the assets and liabilities have been disclosed.

Joint Ventures are stated at the balance sheet date at the group share of each joint venture net assets, limited

to ensure that the investment does not fall below £Nil where any such deficit would arise from the share of the

assets and liabilities. From the date of acquisition an appropriate share of the Joint Venture's profit or loss for

the year has been accounted for in the group's consolidated income statement.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party

transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the

financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts,

rebates, value added tax and other sales taxes.

Revenue from the sale of goods and services is recognised in the profit and loss account when the significant

risks and rewards of ownership have been transferred to the buyer. No revenue is recognised if there are

significant uncertainties regarding the recovery of the consideration due, associated costs for the possible

return of goods, or if there is continuing managerial involvement with goods.

Revenue from a major uniform rollout is recognised when individual consignments of finished goods have

been accepted by the customer.

Goodwill

Goodwill, being the amounts paid in connection with the acquisition of a business by one of the subsidiary

companies in 2011, is being amortised evenly over its useful economic life of 8 years.