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REGISTERED NUMBER: 02098014 (England and Wales)









Strategic Report,

Report of the Directors and

Audited Financial Statements

for the Year Ended 31 December 2024

for

G.A. Design International Limited

G.A. Design International Limited (Registered number: 02098014)






Contents of the Financial Statements
for the Year Ended 31 December 2024





Page


Company Information 1

Strategic Report 2

Report of the Directors 3

Statement of Directors' Responsibilities 4

Report of the Independent Auditors 5

Income Statement 9

Statement of Comprehensive Income 10

Statement of Financial Position 11

Statement of Changes in Equity 13

Statement of Cash Flows 14

Notes to the Statement of Cash Flows 15

Notes to the Financial Statements 16


G.A. Design International Limited

Company Information
for the Year Ended 31 December 2024







DIRECTORS: T L N Larson





REGISTERED OFFICE: Lymehouse Studios
30-31 Lyme Street
London
NW1 0EE





REGISTERED NUMBER: 02098014 (England and Wales)





AUDITORS: Bullimores LLP
Statutory Auditor & Chartered Accountants
Old Printers Yard
156 South Street
Dorking
Surrey
RH4 2HF

G.A. Design International Limited (Registered number: 02098014)

Strategic Report
for the Year Ended 31 December 2024

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS
Turnover and management charges for the year was £12,784,953 (2023: £4,652,622). While 2023 was a correction year with historic WIP write-offs, Trading EBITDA (earnings before finance costs, depreciation, tax and bad debts, excluding historical WIP write-offs and restructure costs) improved to £2,500,432 (2023: £1,745,353). 2024 results reflect a stronger underlying position, with net liabilities reducing significantly to £1,908,021 (2023: £4,446,209).

The company was acquired in May 2024 based on its financial fundamentals, strong reputation, and proven ability to deliver high-quality, market-leading hospitality environments. The 2023 result reflected extensive restructuring and a prudent approach to balance sheet positions, including significant write-offs of legacy project WIP.

Since year-end, meaningful progress has been made in securing new business while continuing to leverage ongoing projects. The strength of the current order book and active pipeline continues to support performance through 2025 and provides clear visibility into 2026, providing a solid foundation for sustained growth.

PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks remain cashflow and the broader global economic climate. Management has implemented a focused strategy to secure new business and strengthen the pipeline.

A significant milestone was achieved on 2 October 2024, when the loan with TC Funding Limited was fully repaid with the support of Unispace Global Limited (Unispace), releasing all associated charges. Although the Unispace loan remains outstanding, Unispace's ownership of the GA Group reduces the risk of immediate repayment. This enhanced financial stability strengthens the company's foundation for future growth.

The directors are confident that continued success in winning new business will position the group to capitalise on emerging opportunities and navigate economic challenges effectively.

KEY PERFORMANCE INDICATORS
Financial

The directors place a strong emphasis on turnover and delivering healthy profit margins. In line with expectations, the company achieved a Trading EBITDA of £2,500,432 (2023: £1,745,353), reflecting solid operational performance and a focus on maintaining efficiency.

Non-Financial

Although the directors believe that non-financial KPIs are not necessary to fully assess performance, the company remains committed to operational excellence, client satisfaction, and strategic growth initiatives. These efforts continue to underpin the company's overall performance and market position.

ON BEHALF OF THE BOARD:





T L N Larson - Director


25 September 2025

G.A. Design International Limited (Registered number: 02098014)

Report of the Directors
for the Year Ended 31 December 2024

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES
The principal activities of the company in the year under review were those of interior and architectural design for luxury hospitality and residential developments worldwide.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS
The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

W Aeberhard - resigned 15 May 2024
J O Aeberhard - resigned 15 May 2024
B T Aeberhard - resigned 15 May 2024
V B Brannon II - resigned 15 May 2024
M N Duncan - resigned 16 January 2024
J Thoma - appointed 15 May 2024 - resigned 31 December 2024
T M Canfield - appointed 15 May 2024 - resigned 31 December 2024
T L N Larson - appointed 31 December 2024

FINANCIAL INSTRUMENTS
The Directors consider the following to be the significant risks to the business and action has been taken to mitigate the risks.

Price Risk - The Company is exposed to price risk from other suppliers, in our opinion this will always be a risk and cost reviews are regularly undertaken.

Credit and Liquidity Risk - the company has not experienced significant bad debt loss over the years. All work undertaken by the company is performed under signed contracts and all contracts are reviewed by a director prior to signature. Amounts charged to bad debts typically relate to disputes that the company has chosen not to pursue for a variety of reasons; in most cases, said amounts were due and collectible under the company's contracts.

Liquidity and Cashflow Risk - after more than 39 years in the fee-for-services business, it is the directors' opinion that almost all fee-for-services firms experience some cash flow pressure from time to time. The management therefore regularly review the working capital requirements of the company with great care to ensure that future liquidity, cashflow and adequate provisions are in place.

DIRECTORS INSURANCE
The company maintains an insurance policy for claims against Directors in the performance of their duties.

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 company'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 company's auditors are aware of that information.

ON BEHALF OF THE BOARD:





T L N Larson - Director


25 September 2025

G.A. Design International Limited (Registered number: 02098014)

Statement of Directors' Responsibilities
for the Year Ended 31 December 2024

The directors are responsible for preparing the 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 UK-adopted international accounting standards. 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 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 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.

Report of the Independent Auditors to the Members of
G.A. Design International Limited

Opinion
We have audited the financial statements of G.A. Design International Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, 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:
-give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
-have been properly prepared in accordance with IFRSs as adopted by the UK; 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Going concern
The director has prepared the financial statements on a going concern basis as he does not intend to liquidate the company or to cease it's operations, and has concluded that the company's financial position means that this is realistic. The director has also concluded that there are no material uncertainties that could cast significant doubt over the ability of the company to continue as a going concern for at least a year from the date of approval of the financial statements ('the going concern period').

Our conclusions based on this work;
- We consider the use by the director of the going concern basis of accounting in the financial statements to be
appropriate; and
- We have not identified, and concur with the assessment of the director, that there is not a material uncertainty
related to events or conditions that, individually or collectively, may cast significant doubt on the company's ability
to continue as a going concern for the going concern period.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that are reasonable at the time that they are made, the above conclusions are not a guarantee that the company will continue in operation.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, 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 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
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
G.A. Design International Limited


Matters on which we are required to report by exception
In the light of the 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 or the Report of the Directors.

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.

Responsibilities of directors
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, and for such internal control as the directors determine 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.

Report of the Independent Auditors to the Members of
G.A. Design International Limited


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:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant which are directly relevant to specific assertions in the financial statements are those related to the reporting frameworks (IFRS, the Companies Act 2006 and the relevant tax compliance regulations in the UK).

We understood how the company is complying with those legal and regulatory frameworks by making enquiries of management.

We did not identify any material matters relating to non-compliance with laws and regulations or relating to fraud.

We assessed the susceptibility of company's financial statements to material misstatement by discussions with the directors to understand areas where they considered there was susceptibility to misstatement. We also considered pressures on the directors to meet any external pressures in reporting the financial results.

Audit procedures performed by the engagement team on the areas where fraud might occur included:
- review of material balance sheet assets and liabilities to supporting third party confirmations where available
- journal entries review, with a focus on manual entries and entries determined to be large or unusual
- review of amounts recoverable under contract
- transaction testing

Assessment of the appropriateness of the collective competence and capabilities of the engagement team including consideration of the engagement team's:
- understanding of, and practical experience with audit engagements of a similar nature and complexity
- knowledge of the industry in which the company operates
- understanding of the legal and regulatory requirements specific to the company.

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.

Report of the Independent Auditors to the Members of
G.A. Design International 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 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.




Nicholas Boot FCA (Senior Statutory Auditor)
for and on behalf of Bullimores LLP
Statutory Auditor & Chartered Accountants
Old Printers Yard
156 South Street
Dorking
Surrey
RH4 2HF

26 September 2025

G.A. Design International Limited (Registered number: 02098014)

Income Statement
for the Year Ended 31 December 2024

31.12.24 31.12.23
Notes £    £   

CONTINUING OPERATIONS
Revenue 11,796,598 3,616,026

Cost of sales (7,368,227 ) (6,507,845 )
GROSS PROFIT/(LOSS) 4,428,371 (2,891,819 )

Other operating income 988,355 1,036,577
Administrative expenses (3,486,718 ) (4,467,700 )
OPERATING PROFIT/(LOSS) BEFORE
RESTRUCTURING COSTS

1,930,008

(6,322,942

)

Restructuring costs (226,630 ) (592,736 )
OPERATING PROFIT/(LOSS) 1,703,378 (6,915,678 )

Finance costs 4 (840,087 ) (798,801 )

Finance income 4 73,819 64,534
PROFIT/(LOSS) BEFORE INCOME TAX 5 937,110 (7,649,945 )

Income tax 6 1,601,078 19,155
PROFIT/(LOSS) FOR THE YEAR 2,538,188 (7,630,790 )

G.A. Design International Limited (Registered number: 02098014)

Statement of Comprehensive Income
for the Year Ended 31 December 2024

31.12.24 31.12.23
£    £   

PROFIT/(LOSS) FOR THE YEAR 2,538,188 (7,630,790 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE
INCOME/(LOSS) FOR THE YEAR

2,538,188

(7,630,790

)

G.A. Design International Limited (Registered number: 02098014)

Statement of Financial Position
31 December 2024

31.12.24 31.12.23
Notes £    £   
ASSETS
NON-CURRENT ASSETS
Owned
Property, plant and equipment 7 72,037 89,958
Right-of-use
Property, plant and equipment 7, 14 557,111 396,161
Deferred tax 15 1,601,078 -
2,230,226 486,119
CURRENT ASSETS
Trade and other receivables 8 7,501,272 5,351,230
Cash and cash equivalents 9 752,452 226,398
8,253,724 5,577,628
TOTAL ASSETS 10,483,950 6,063,747
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 10 12,000 12,000
Foreign exchange reserve 11 (2,408,004 ) (2,408,004 )
Retained earnings 11 487,983 (2,050,205 )
TOTAL EQUITY (1,908,021 ) (4,446,209 )
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities
Interest bearing loans and
lease liabilities 13, 14 288,680 178,856
288,680 178,856
CURRENT LIABILITIES
Trade and other payables 12 5,916,488 4,626,156
Financial liabilities
Interest bearing loans and
lease liabilities 13, 14 6,186,803 5,704,944
12,103,291 10,331,100
TOTAL LIABILITIES 12,391,971 10,509,956
TOTAL EQUITY AND LIABILITIES 10,483,950 6,063,747


The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:


G.A. Design International Limited (Registered number: 02098014)

Statement of Financial Position - continued
31 December 2024





T L N Larson - Director


G.A. Design International Limited (Registered number: 02098014)

Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up Foreign
share Retained exchange Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 January 2023 12,000 5,580,585 (2,408,004 ) 3,184,581

Changes in equity
Deficit for the year - (7,630,790 ) - (7,630,790 )
Total comprehensive loss - (7,630,790 ) - (7,630,790 )
Balance at 31 December 2023 12,000 (2,050,205 ) (2,408,004 ) (4,446,209 )

Changes in equity
Profit for the year - 2,538,188 - 2,538,188
Total comprehensive income - 2,538,188 - 2,538,188
Balance at 31 December 2024 12,000 487,983 (2,408,004 ) (1,908,021 )

G.A. Design International Limited (Registered number: 02098014)

Statement of Cash Flows
for the Year Ended 31 December 2024

31.12.24 31.12.23
£    £   
Cash flows from operating activities
Cash generated from operations 1 1,128,168 (2,440,400 )
Interest paid (110,281 ) (180,448 )
Lease interest paid (19,408 ) (11,732 )
Finance costs paid (99,663 ) (75,266 )
Tax paid - (636,608 )
Net cash from operating activities 898,816 (3,344,454 )

Cash flows from investing activities
Purchase of tangible fixed assets (18,290 ) (15,812 )
Interest received 73,819 64,534
Net cash from investing activities 55,529 48,722

Cash flows from financing activities
New loans 1,640,673 3,554,597
Loan repayments in year (1,680,110 ) (247,057 )
Lease payments (220,828 ) (234,888 )
Net cash from financing activities (260,265 ) 3,072,652

Increase/(decrease) in cash and cash equivalents 694,080 (223,080 )
Cash and cash equivalents at beginning of
year

2

226,398

683,848
Effect of foreign exchange rate changes (168,026 ) (234,370 )
Cash and cash equivalents at end of year 2 752,452 226,398

G.A. Design International Limited (Registered number: 02098014)

Notes to the Statement of Cash Flows
for the Year Ended 31 December 2024

1. RECONCILIATION OF PROFIT/(LOSS) BEFORE INCOME TAX TO CASH GENERATED FROM
OPERATIONS

31.12.24 31.12.23
£    £   
Profit/(loss) before income tax 937,110 (7,649,945 )
Depreciation charges 284,497 229,560
Loss on disposal of fixed assets - 70,976
Finance costs 840,087 798,801
Finance income (73,819 ) (64,534 )
1,987,875 (6,615,142 )
(Increase)/decrease in trade and other receivables (2,150,042 ) 4,687,375
Increase/(decrease) in trade and other payables 1,290,335 (512,633 )
Cash generated from operations 1,128,168 (2,440,400 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the 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 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 752,452 226,398
Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 226,398 683,848

G.A. Design International Limited (Registered number: 02098014)

Notes to the Financial Statements
for the Year Ended 31 December 2024


1. STATUTORY INFORMATION

G.A. Design International 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 Company Information page.

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


2. ACCOUNTING POLICIES

Basis of preparation
These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

Critical accounting judgements and key sources of estimation uncertainty
The recognition of the deferred tax asset involves significant judgement regarding the probability of future taxable profits. Should actual results differ from those anticipated, the carrying amount of the deferred tax asset may require adjustment.

Revenue recognition and amounts recoverable under contract
Revenue comprises the fair value of the consideration received for the provision of services net of value added tax, rebates and discounts. Revenue is recognised when it can be reliably measured and it is probable that economic benefits will flow to the company with reference to the completion stage of the contract.

In assessing the amounts recoverable under contract the Directors have considered and approach consistent with accounting standards. Each project has been considered and an assessment of recoverability made.

Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

Property, plant and equipment
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Short leasehold - 10% on cost
Fixtures and fittings - 33% on cost and 20% on cost

The company recognises right of use assets and the corresponding finance lease liability. The company presents these assets as part of property, plant and equipment given the nature and use of these leased . assets. Depreciation of these ROU assets are as follows:

Office Building - over the terms of the lease
Fixtures & Fittings - over the terms of the lease

Property, plant and equipment is stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

G.A. Design International Limited (Registered number: 02098014)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Trade debtors and accrued income
Trade debtors are amounts due from customers for services performed in the ordinary course of business. Trade debtors are recognised initially at the transaction price. A provision for the impairment of trade debtors is established where there is objective evidence that the company will not be able to collect all amounts due.

Where a project has been substantially completed by the date of the statement of financial position and the criteria for revenue recognition are satisfied, an amount recoverable under contract is recognised for work performed but unbilled with reference to the completion stage of the contract.

Trade creditors
Trade creditors are the obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are recognised at the transaction price.

Borrowings
All borrowings are initially recorded at the amounts of proceeds received. The interest expense is recognised on the basis of the effective interest rate method and is included in finance costs.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

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.

Taxation
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Deferred tax is recognised where appropriate in respect of all timing differences that have originated but not reversed at the statement of financial position date. Deferred tax is determined using tax rates enacted or substantially enacted by the statement of financial position date.

G.A. Design International Limited (Registered number: 02098014)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Leased assets
For any new contracts entered into on or after 1 January 2019, the company considers whether a contract is, or contains a lease. A lease is defined as 'a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration'. To apply this definition, the company assesses whether the contract meets three key evaluations;

- The contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the company.

- The company has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract the company has the right to direct the use of the identified asset throughout the period of use.

- The company assesses that it has the right to direct 'how and for what purpose' the asset is used throughout the period of use.

Measurement and recognition of leases as a lessee

At lease commencement date, the company recognises a right of use asset and a lease liability on the balance sheet. The right of use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the company, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the commencement date (net of any incentives received).

At the commencement date the company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the company's incremental borrowing rate.

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any re-assessment or modification, or if there are any changes in in-substance fixed payments. Where the lease liability is remeasured, the corresponding adjustment is reflected in the right of use asset, or to the income statement if the right of use asset is already reduced to zero.

In the accounts for the year ended 31 December 2024 the weighted average incremental borrowing rate applied to lease liabilities recognised under IFRS 16 was 7.96% for both the office building and for the office equipment.

On the statement of financial position, right of use assets have been included in property, plant and equipment and lease liabilities have been included in financial liabilities.

Employee benefit costs
The company operates a defined contribution pension scheme for employees. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

3. EMPLOYEES AND DIRECTORS
31.12.24 31.12.23
£    £   
Wages and salaries 4,753,450 4,973,563
Other pension costs 310,692 370,131
5,064,142 5,343,694

G.A. Design International Limited (Registered number: 02098014)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

3. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
31.12.24 31.12.23

Administration and support 10 13
Marketing 1 1
Other departments 64 71
75 85

Directors emoluments totalled £159,206 (2023 - £567,474).

The emoluments of the highest paid director totalled £70,379.

Directors have also been remunerated in the Unispace Group.

4. NET FINANCE COSTS
31.12.24 31.12.23
£    £   
Finance income:
Interest receivable 73,819 64,534
Finance costs:
Loan interest and charges 547,085 475,434
Other interest 5,905 1,999
Foreign currency loss/(gain) 168,026 234,370
Leasing 19,408 11,732
Tax interest and penalties 30,928 52,784
Loan arrangement fees 68,735 22,482
840,087 798,801

Net finance costs 766,268 734,267

5. PROFIT/(LOSS) BEFORE INCOME TAX

The profit before income tax (2023 - loss before income tax) is stated after charging:
31.12.24 31.12.23
£    £   
Depreciation - owned assets 36,211 42,061
Depreciation - assets on hire purchase contracts or finance leases 248,288 187,499
Loss on disposal of fixed assets 722 70,976
Auditors remuneration including non audit services 37,400 37,400

G.A. Design International Limited (Registered number: 02098014)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

6. INCOME TAX

Analysis of tax income
31.12.24 31.12.23
£    £   
Current tax:
Prior year adjustment - (19,155 )

Deferred tax (1,601,078 ) -
Total tax income in income statement (1,601,078 ) (19,155 )

Factors affecting the tax expense
The tax assessed for the year is lower (2023 - higher) than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24 31.12.23
£    £   
Profit/(loss) before income tax 937,110 (7,649,945 )
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25%
(2023 - 25%)

234,278

(1,912,486

)

Effects of:
Losses utilised/carried forward (225,433 ) 1,912,486
Deferred tax movement (1,601,078 ) (10,290 )
Prior year adjustment - (8,865 )
Timing difference in expenses (8,845 ) -
Tax income (1,601,078 ) (19,155 )

G.A. Design International Limited (Registered number: 02098014)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

7. PROPERTY, PLANT AND EQUIPMENT
Fixtures
Short and
leasehold fittings Totals
£    £    £   
COST
At 1 January 2024 958,290 843,578 1,801,868
Additions 183,720 243,808 427,528
Disposals (287,629 ) (189,927 ) (477,556 )
At 31 December 2024 854,381 897,459 1,751,840
DEPRECIATION
At 1 January 2024 581,937 733,812 1,315,749
Charge for year 251,678 32,821 284,499
Eliminated on disposal (372,041 ) (105,515 ) (477,556 )
At 31 December 2024 461,574 661,118 1,122,692
NET BOOK VALUE
At 31 December 2024 392,807 236,341 629,148
At 31 December 2023 376,353 109,766 486,119

8. TRADE AND OTHER RECEIVABLES

31.12.24 31.12.23
£    £   
Current:
Trade debtors 1,204,946 2,116,286
Receivables from group 5,588,395 2,719,537
Amounts recoverable on contract 308,697 329,342
Other debtors 192,819 119,000
VAT 15,280 11,416
Prepayments 191,135 55,649
7,501,272 5,351,230

Trade and other receivables that are classified as financial instrument loans and receivables are held at fair value.

The Company exposure to credit and market risks, including impairments and allowances for credit losses, relating to trade and other receivables is disclosed in the Directors report.

9. CASH AND CASH EQUIVALENTS

31.12.24 31.12.23
£    £   
Cash in hand 3,091 135
Bank accounts 749,361 226,263
752,452 226,398

G.A. Design International Limited (Registered number: 02098014)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

10. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.24 31.12.23
value: £    £   
12,000 Ordinary shares £1 12,000 12,000

11. RESERVES
Foreign
Retained exchange
earnings reserve Totals
£    £    £   

At 1 January 2024 (2,050,205 ) (2,408,004 ) (4,458,209 )
Profit for the year 2,538,188 2,538,188
At 31 December 2024 487,983 (2,408,004 ) (1,920,021 )
Foreign
Retained exchange
earnings reserve Totals
£    £    £   

At 1 January 2023 5,580,585 (2,408,004 ) 3,172,581
Deficit for the year (7,630,790 ) (7,630,790 )
At 31 December 2023 (2,050,205 ) (2,408,004 ) (4,458,209 )


12. TRADE AND OTHER PAYABLES

31.12.24 31.12.23
£    £   
Current:
Trade creditors 351,720 491,862
Amounts due to related parties 780,099 362,111
Amounts due to group 3,110,648 1,726,294
Social security and other taxes 120,718 290,533
Other creditors 444,855 25,707
Accrued expenses 264,937 127,850
Deferred income 843,511 1,601,799
5,916,488 4,626,156

Trade and other payables that are classified as financial instrument loans and receivables are held at fair value.

The Company exposure to credit and market risks, including impairments and allowances for credit losses, relating to trade and other payables is disclosed in the Directors report.

G.A. Design International Limited (Registered number: 02098014)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

13. FINANCIAL LIABILITIES

31.12.24 31.12.23
£    £   
Current:
Other loans 5,935,264 5,531,992
Leases (see note 14) 251,539 172,952
6,186,803 5,704,944

Non-current:
Leases (see note 14) 288,680 178,856

Terms and debt repayment schedule

1 year or
less 1-2 years 2-5 years Totals
£    £    £    £   
Other loans 5,935,264 - - 5,935,264
Leases 251,539 175,961 112,719 540,219
6,186,803 175,961 112,719 6,475,483

The Company exposure to market and liquidity risk in respect of loans and borrowings is disclosed in the Directors report.

A fixed and floating charge has been registered against all property belonging to the company to secure a loan provided to the group of which the company is a guarantor on 13 February 2023 by Unispace Global Ltd.

G.A. Design International Limited (Registered number: 02098014)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

14. LEASING

Right-of-use assets

Property, plant and equipment

31.12.24 31.12.23
£    £   
COST
At 1 January 2024 802,345 788,039
Additions 409,238 324,789
Disposals (477,556 ) (310,483 )
734,027 802,345

DEPRECIATION
At 1 January 2024 406,184 529,168
Charge for year 248,288 187,499
Eliminated on disposal (477,556 ) (310,483 )
176,916 406,184

NET BOOK VALUE 557,111 396,161

Interest bearing loans and
lease liabilities

Minimum lease payments fall due as follows:

31.12.24 31.12.23
£    £   
Gross obligations repayable:
Within one year 271,561 192,360
Between one and five years 351,091 193,093

622,652 385,453

Finance charges repayable:
Within one year 20,022 19,408
Between one and five years 62,411 14,237
82,433 33,645

Net obligations repayable:
Within one year 251,539 172,952
Between one and five years 288,680 178,856
540,219 351,808

G.A. Design International Limited (Registered number: 02098014)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

15. DEFERRED TAX

31.12.2431.12.23
££
Balance at 1 January-(10,290)
Provision for accumulated tax losses1,601,078-
Timing differences in capital allowances10,290
Balance at 31 December1,601,078-

A deferred tax asset has been recognised at the balance sheet date arising from unused tax losses from prior periods. This asset has been recognised on the basis that it is probable the company will generate sufficient future taxable profits to recover the asset.

The assessment of recoverability is supported by:
- Forecasts and budgets demonstrating a return to profitability over the next three financial periods
- Secured contracts and contracts with a high degree of probability expected to generate taxable income.

Management has reviewed the assumptions underlying these forecasts and considers them reasonable and supportable. The deferred tax asset will be reassessed at each reporting date to ensure continued recoverability..

16. ULTIMATE PARENT COMPANY

The company's immediate parent company is G.A Group Holdings Limited, a company incorporated in Great Britain, and registered in England and Wales, registered number 11630170 .

Consolidated group financial statements financial statements will be obtainable from the Registrar of Companies (England and Wales) when available or from the registered office of G.A Group Holdings Limited at:-

Lymehouse Studios
30-31 Lyme Street
London
NW1 0EE


The ultimate parent company is PAG Asia III LLP. The registered office of the ultimate parent is c/o Corporation Services Ltd, PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1106.

17. RELATED PARTY DISCLOSURES

During the year the company transacted with group and related parties.

At the balance sheet date the company had the following balances with related parties within creditors due within one year, excluding loan balances as otherwise disclosed - Unispace Global Limited £362,111 (2023 - £362,111), Downstream £417,988.

At the balance sheet date the net balances with the following group companies was £169,422 (2023: £1,505,307) owed by G.A Design Malaysia SDN. BHD, £860,219 (2023: £26,986) owed by G.A Brand Design (M) SDN. BHD, £1,976,008 (2023:£1,176,242) owed by G.A. Group Holdings USA Inc., £281,723 (2023: £263,841) owed by G.A. Brand Design Limited, £1,706,899 (2023: £592,349) owed by G.A Design International (Shanghai) Limited, £288,158 (2023:220,987) owed to G.A. Design International KFT, £2,737,667 (2023: £660,119) owed by GA. Design International SDN BHD. All the above companies have common directors and shareholders.

G.A. Design International Limited (Registered number: 02098014)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

18. GOING CONCERN CONSIDERATION

The financial statements for the year ended 31 December 2024 have been prepared on a going concern basis.

The company made a profit after tax of £2,538,188 for the year (2023 - loss £7,630,790) and had net liabilities of £1,908,021 (2023 - net liabilities £4,446,209). However, the company had cash of £752,452 (2023 - £226,398).

During the year under review there were instances where the loan covenants were breached. There was no further action regarding these breaches and the lenders were kept regularly updated regarding cashflow. The loan with TC Funding Limited was settled on 2 October 2024 with support from Unispace Global Limited (Unispace) and the charge held by TC Funding Limited was released.

The director considers that whilst a loan from Unispace remains in place at the signature date of the financial statements, the exercise of the call option on 24 May 2024 to acquire GA Group Holdings Limited, demonstrates the commitment to the business and that the risk is low of immediate repayment being required.

The director has received confirmations via signed letters of support from the directors of Unispace and the ultimate parent company, PAG Asia III LLP, that there is an intention to make available the necessary financial resources to enable the company to continue its normal operating activities and to meet its financial obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements.

Whilst support is provided by the company's investors, and the director believes this to be in place if needed, the director has prepared forecasts of income and expenses covering at least 12 months from the signature date of the amended financial statements including an assessment of the of the availability of cash resources to fulfil its requirements. The forecasts show profit anticipated in the year ended 31 December 2025 and have been prepared with rigour. Individual projects have been categorised in the forecasts so as to reflect the probable outcome. The company has controlled costs by assessing and amending its internal costs.

The company has intergroup debt of £5,588,395 at 31 December 2024 owed by fellow subsidiaries in the group headed by the immediate parent, GA Group Holdings Limited and no provision has been made against these debts on the basis of support from Unispace and PAG Asia III LLP.

Based on the available forecasts, the director of the company is confident that Unispace and PAG Asia III LLP has the intention and the ability to provide additional funding, as set out in the signed letter of support, if required, to enable the company to meet its liabilities as they fall due within the next 12 months and has therefore prepared the financial statements on a going concern basis.