The directors present the strategic report for the period ended 30 April 2025.
Introduction
The Group is a leading UK luxury home interiors and fitted furniture specialist, trading under three distinct brands: Tom Howley, Neville Johnson and London Door Company. The business designs, manufactures, retails and installs its products nationwide. The business engages with clients via an omni channel marketing strategy, including a focused digital marketing approach, and it collaborates with its clients through its nationwide estate of showrooms and through home sales visits.
Business review
On 10 May 2024 the entire share capital of BHID Group Limited was acquired by Hartford Bidco Limited, a wholly owned subsidiary of the ultimate parent company, Hartford Topco Limited (the “Group”). The commentary below refers to prior year performance and where referred to, the prior year represents the prior year consolidated results of BHID Group Limited.
Overall, the Group’s performance in FY25 was mixed, being a combination of continued weak consumer sentiment adversely affecting top-line Order Intake and Turnover, whilst the Group made strong progress optimising operational performance and margin delivery.
Supply-side environment
We saw reduced macroeconomic headwinds with stability across labour availability, commodity/input price inflation, energy costs and general inflation. The much publicised and significant increase in UK employer costs post the UK Budget 2025/26 in April’25 (Employers NI and National Minimum Wage increases) has placed considerable pressure on the cost base and employment.
Demand-side environment
The macroeconomic headwinds faced in the prior years persisted and continue to present a challenge for the Group and the broader UK economy. Some of these challenging macro factors that adversely affect consumer confidence and demand included:
Persistent cost of living challenges (whilst CPI inflation was significantly reduced, it did increase from 2.8% in May ’24 to 4.1% in April '25);
Bank of England interest rates started the financial year at a 16 year high of 5.25% and positively reduced to 4.25% in May ’25, both considerably greater than the 2009-22 sub 1% range;
UK mortgage interest rates remain persistently high, in the range of 4-5.5% for much of the financial year (vs 2016-22 range of 2-3%), making larger projects more difficult to finance for consumers;
Residential property transaction volumes remain significantly down (c.25-35%) when compared to the 5 year average pre-Covid (2015-19);
Continued instability & low confidence in the new UK Government;
Continuation of both the Russian led war in Ukraine and the Israel & Hamas war; and
The USA’s announcement of global trade tariffs in April ’25 creating both supply chain shocks & challenges, and further denting consumer confidence.
Financial performance
As a result of these headwinds, Group Order Intake was adverse -7% YoY at c.£85m and Group Turnover was adverse -4% YoY at c.£82m. The Group Order Book decreased c.2% to c.£77m at year end.
Positively Gross Profit margin improved by 170 bps YoY to 45.1%. This was enabled by strong operational delivery and procurement initiatives during the year
The Group measures performance primarily on EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) before management fees and exceptional costs. Group EBITDA was broadly flat YoY at £7.7m (FY24: £7.85m), with the favourable improvements in Gross Profit margin largely offsetting the -4% reduction in Group Turnover.
Reconciliation of EBITDA (£’000) | FY25 | FY24 | Variance |
Turnover | 81,807 | 85,609 | (3,802) |
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EBITDA | 7,702 | 7,850 | (148) |
EBITDA Margin % | 9.41 | 9.17 | +24 bps |
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Depreciation (non-cash) | (1,607) | (1,608) | 1 |
Amortisation (non-cash) | (5,618) | (1,397) | (4,221) |
Management fee | (213) | (145) | (68) |
Non-recurring costs | (1,001) | (267) | (734) |
Operating Profit / (Loss) | (737) | 4,433 | (5,170) |
Non-recurring costs in FY25 are primarily attributable to restructuring costs (employee exit costs and property exit costs).
Funding and debt profile
Following the acquisition of the Group during the year, the Group’s funding profile and Net Debt has altered year on year. The Directors were very pleased to receive new financial backing from its investors and the Group’s new main debt provider, Shawbrook Bank. The Banking facilities (Senior Debt and RCF) have maturities ending in May 2030 and this provides a strong funding position to enable the Group's future strategies. Group Net Debt excluding investor Loan Notes closed the year at £17.2m, representing a modest 2.2x Group EBITDA. As such, the Directors are pleased with this healthy leverage position.
Group strategy
The Group’s strategy is to continue to strengthen its position as the leading supplier of high quality, fitted home furniture products for high-end consumers in the UK. The Group will continue to leverage its Brands strength, omni channel marketing expertise and scale as it grows.
The Group has a history of successfully making complementary and value enhancing acquisitions that fit with our Group strategy and the Group will continue to evaluate potential acquisition opportunities in existing and adjacent product categories in the UK, whilst also exploring international expansion opportunities.
The Group prides itself on being customer centric and we have adapted our business as our customers’ needs and preferences of engagement have evolved. In recent years, the Group has increasingly become more digitally focused, with the vast majority of our customers leads, and thus sales orders, now being generated digitally.
The blend of digital and in person interactions (through showrooms and in home visits) is key to success in the Group’s target customer demographics. We will continue to invest in both our digital capabilities as well as strategically located showrooms.
The Groups brands: Tom Howley, Neville Johnson and London Door Company are all benefitting from this strategy and it positions the Group as the ‘go to’ brands for ‘high-end’ clients looking to furnish their home with luxury bespoke products.
Principal risks and uncertainties
The Group’s activities expose it to a number of risks and uncertainties, which are actively monitored by the Board. The principal risks include:
Consumer demand risk
The Group’s performance is influenced by macroeconomic factors impacting discretionary consumer spending. Reduced consumer confidence, higher interest rates or lower property transaction volumes could negatively impact demand. The Directors actively monitor economic conditions, taking decisive actions when necessary.
General economic risk
The Group recognises that wider economic uncertainty, political instability, or geopolitical events may impact consumer confidence and supply chain resilience. The Group continually reviews its forecasts, including potential downside scenarios, to ensure it remains responsive to changes in the external environment.
Fixed cost base risk
Linked to the consumer demand risk, the Group seeks to minimise the risk of carrying fixed costs by structuring expenditure on a variable basis wherever possible. This provides greater flexibility to align costs with trading performance.
Price risk
The Group is exposed to price risk as a result of its operations which are competitive in nature. However, the Directors consider that they are close enough to the market to be able to react quickly to price changes and hence manage the impact on the Group's performance.
Cost and inflation risk
The Group is exposed to cost and inflationary risk in relation to the sourcing of goods, services and labour. Where possible and following commercial consideration, the Group may choose to mitigate some of these risks via fixed price contracts. The Directors actively monitor cost inflation risk and this is a consideration when setting sales prices.
Interest rate risk
The Group finances its operations through a combination of retained profits and borrowings. Exposure to interest rate fluctuations on borrowings is managed through a combination of fixed and floating facilities, with ongoing monitoring of debt structure and covenant compliance.
Liquidity risk
The Group seeks to manage liquidity risk by ensuring it has sufficient resources to meet obligations falling due. This includes running various stress-tested forecast scenarios to ensure that under certain stressed scenarios, the Group remains solvent and capable of discharging its liabilities. The Group takes a prudent view when investing its cash resources and through the careful management of working capital.
Operational risk
The Group’s operations rely on the availability of skilled labour and a resilient supply chain. Labour shortages or supply chain disruption could impact the timely delivery of products and services. The Group mitigates this through workforce planning, training, and diversification of suppliers.
Cyber security and IT resilience risk
The Group relies on its digital platforms and operational IT infrastructure to deliver services effectively. A cyber security breach, system failure, or data loss could result in business interruption, financial loss, regulatory penalties, or reputational damage. The Group mitigates this risk by maintaining robust IT controls, data back-up and recovery procedures, and ongoing monitoring of cyber threats. Regular training and awareness programmes are provided to staff, and external IT specialists are engaged to review and enhance security.
The Group has a number of key performance indicators used by management in the effective running of the business. These include:
Monthly measures on generation of leads, orders, turnover and forward order book
Marketing data and efficiency / conversion ratios
Operational margins and efficiencies
Strict cost and overhead controls
Working capital and cash control measures and reporting
Section 172 (1) statement
In accordance with section 172 of the Companies Act 2006, the Directors collectively and individually, confirm that during the year ended 30 April 2025, they acted in good faith and have upheld their ‘duty to promote the success of the Group’ to the benefit of its stakeholder groups. Section 172 describes a diverse range of stakeholders whose interests are said to feature in the ‘success of the Group’: comments on each of these are provided below.
Sustainability and Environmental
The Group recognises its responsibility to operate sustainably and in compliance with applicable laws and regulations.
The Group is committed to minimising environmental impact in its operations and supply chain. During the year, no fines or penalties were incurred in the year in relation to environmental matters. The Group continues to seek efficiencies in areas such as energy use, recycling, and waste reduction.
Our People and Culture
The Group’s success is underpinned by the commitment and expertise of its employees.
The Group is proud of its culture of quality, service, and teamwork.
To support our colleagues, we launched a number of people development programmes to aid the training and development of our current and future leaders in the business.
Employee retention remains strong, with many long-serving staff across factories, showrooms, and offices.
The Group promotes openness and engagement, encouraging feedback to shape continuous improvement.
Stakeholders
The Group Board is fully committed to developing and maintaining key stakeholder relationships that include our customers, suppliers, employees and shareholders. The Group always tries to ensure that it has visibility of these relationships at all times so that it can take stakeholder considerations into account when it makes key decisions. The Group Board are committed to fully communicating the Group’s strategy, objectives, governance and performance with its shareholders.
On behalf of the board
The directors present their annual report and financial statements for the period ended 30 April 2025.
The results for the period are set out on page 14.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
The group did not make any political donations or incur any political expenditure during the year (2024: £nil).
The Group supports a number of national and local charities as well as encouraging employees to support various fund raising events. Charitable donations in the year were £4,942 (£2024: £2,359).
Research and development is mainly focused on new product development across the Group, in addition to ongoing works to develop new operational processes that improve the manufacturing efficiency of the Group.
We seek to employ staff who will take the opportunity presented to make a positive contribution to the development of the business.
The Group also looks to be as open as possible with staff and obtain their feedback. The Group has established an Employee Consultative Committee comprising of representatives across each area of the Group workforce, including the Board of Directors.
The Employee Consultative Committee meets monthly and is attended by at least one Group Director.
The Group will continue to operate in its principal activities for the foreseeable future.
Further details on the Group Strategy can be found within the Strategic Report.
In accordance with Section 485 of the Companies Act 2006, Saffery LLP will be deemed reappointed as auditor of the company for the next financial year.
Whilst the Group does not fall within the thresholds requiring formal application of a corporate governance code, the Group has voluntarily elected to establish an Audit and Risk Committee and a Remuneration Committee.
The Audit Committee reviews the Group's accounting policies, agrees the annual audit plan, and reviews the annual audit findings as part of the statutory accounts approval process.
The Remuneration Committee reviews all executive salaries and approves any inflationary pay award for Group employees.
Energy consumption data was compiled using information provided by the Group’s appointed third-party energy broker and from fuel card records maintained for the vehicle fleet. These consumption figures were then converted into tonnes of carbon dioxide equivalent using the UK Government’s published conversion factors.
Management considers this methodology to provide a fair and reasonable basis for reporting the Company’s energy consumption and carbon emissions for the financial year.
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1m revenue.
The Directors recognise the importance of reducing the Group’s environmental impact and are committed to implementing measures that improve energy efficiency and support the transition to lower-carbon operations. During the year, a number of initiatives have been undertaken to support the reduce of carbon emissions, including:
• Passive Infrared (PIR) sensors were installed across the Group’s buildings to reduce unnecessary energy consumption;
• All HVAC systems are subject to regular maintenance and have been placed on automated timers to ensure equipment is switched off outside of operational hours;
• Equivalent controls have also been implemented for natural gas heating systems;
• Transitioned the majority of the Group’s fleet vehicles from diesel-powered models to petrol hybrid electric vehicles; and
• Introduced two fully electric vehicles within factory operations for short-distance deliveries, thereby reducing reliance on 3rd party petrol/diesel vans.
The Board believes that these measures contribute meaningfully to the Group’s objectives of reducing its carbon footprint, improving operational efficiency, and aligning with broader sustainability commitments.
We have audited the financial statements of Hartford Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 April 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' 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 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 directors with respect to going concern are described in the relevant sections of this report.
Other information
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 directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.
Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent company's members those matters we are required to state to them in an auditors report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.
The income statement has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0.
Hartford Topco Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is Broadoak Business Park Ashburton Road West, Trafford Park, Manchester, Greater Manchester, United Kingdom, M17 1RW.
The group consists of Hartford Topco Limited and all of its subsidiaries.
These financial statements represent the first accounting period of the company and cover a period of 14 months, from 13 March 2024 to 30 April 2025. The extended period was chosen to align the company’s financial year-end with that of its subsidiaries and to reflect the group’s operational cycle.
As this is the company’s first reporting period, there are no comparative figures presented. Users of the financial statements should note that the results and balances reflect activity over a 14-month period, which may not be indicative of a typical 12-month performance.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements; and
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Hartford Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 30 April 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future, being a period of not less than 12 months from the date of approval of these financial statements.
In their consideration of going concern under current ownership, the Directors have reviewed the Group’s future cash flow forecasts and profit projections for the period to 30 April 2026, on both a base case and certain sensitised basis, considering the principal risks and uncertainties of the Group.
These forecasts have been prepared based on past experience, the outstanding order book, marketing data and KPI’s, market data and expected trading, and they reflect any potential impact of wider market headwinds on trading activity and liquidity.
The Directors have reviewed these forecasts and have also considered sensitivities in respect of potential downside scenarios and the mitigating actions available to the Group.
Under all scenarios, there was sufficient headroom on covenants and cash headroom. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised when the Group has satisfied its performance obligations to the customer, principally being on the practical completion under delivery and installation of goods manufactured by the Group at a customer's home. These installations typically do not take a significant period of time and no revenue is recognised until practical completion. All costs relating to provision of any third party goods or services are provided for.
The Group produces bespoke luxury designed products and therefore on installation it transfers the significant risks and rewards. Given the bespoke design & manufacturing nature of our products, a customer does not have a right to return a product, except under very limited conditions covered under our terms of sales. In practice this does not occur and as such, a refund liability is not required.
Turnover is measured at the transaction price received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts and value added tax.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Finance and borrowing costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Interest income
Interest income is recognised in profit or loss using the effective interest method.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Annually, the Group considers whether tangible assets and/or goodwill are impaired. Where an indication of impairment is identified the calculation of recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This requires management to forecast the future cash flows from the CGUs and also the selection of appropriate discount rates in order to calculate the net present value of those cash flows. See note 12 for details on the impairment in relation to goodwill.
Provision is made for potential sales credit notes required against pre year end revenue and trade debtors. These provisions require managements' best estimate, with reference to historical experience, of the extent to which sales credit notes are likely to be required.
Turnover is attributable to one continuing activity, the marketing, design, manufacture and installation of quality fitted furniture for home studies, lounges, home cinema, offices, bedrooms, staircases, kitchens and exterior and interior doors.
Turnover materially only consists of of sales made in the United Kingdom.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 30 April 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Trade debtors are stated after provisions of £181k.
On 10 May 2024, as part of the Group’s acquisition of BHID Group Limited, the Group entered into two new senior debt facilities with Shawbrook Bank. These facilities are secured by a fixed charge over certain assets and a floating charge over all assets of the Group.
Facility A of £4,000,000 is repayable over 10 quarterly instalments. The repayment schedule comprises:
£300,000 in January 2025,
£400,000 in April 2025,
followed by eight equal quarterly instalments of £412,500 from July 2025 to April 2027.
Facility B of £16,000,000 is repayable in full on 10 May 2029.
Interest on both facilities is charged based on a margin ratchet (commencing at 6.5%) above SONIA. The margin ratchet is linked to the adjusted leverage covenant test and may reduce/increase based on reductions/increases in the adjusted leverage covenant test. The maximum margin rachet is 6.75% and the minimum margin rachet is 6.0%.
The Group has access to a £2,500,000 revolving credit facility (RCF) with Shawbrook Bank, expiring on 10 May 2029. Interest is charged at 3.5% above SONIA, and a non-utilisation fee of 1.4% applies. This RCF was not drawn during the financial year.
In addition, the Group had access to an additional short-term £1,500,000 revolving credit facility (the 'Short-term RCF') with Shawbrook Bank to assist with certain obligations connected with the Group's acquisition of BHID Group Limited. Interest was charged at 3.5% above SONIA, and a non-utilisation fee of 1.4% applies. This Short-term RCF was fully drawn and fully repaid during the year, and the facility expired on 15 November 2025.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
The Group has not recognised a deferred tax asset of £611,000 (2024: £nil) in respect of accrued loan note interest. Under UK tax legislation, interest is deductible when paid and is subject to the Corporate Interest Restriction regime. Given the absence of any board approved plan to pay accrued interest and the forecast limitations under CIR rules, it is not considered probable that the deferred tax asset will be recoverable in the foreseeable future.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Contributions of £138k were payable to the Aegon and St James Place funds at the reporting date.
Upon a return of capital, equity shareholders are entitled to receive an amount equal to the issue price of each equity share held. Any surplus capital remaining thereafter is distributed among all shareholders on a pari passu basis, in proportion to their shareholdings.
The A ordinary shareholders also have enhanced voting rights upon certain events as detailed in the Company's Articles of Association.
In all other respects the holders of ordinary shares rank pari passu, taking into account any hurdle rates applicable.
On 10 May 2024 the group acquired 100 percent of the issued capital of BHID Group Limited.
Other loans include £16,698,429 Fixed Rate Secured A1 Loan Notes 2030 and £3,205,058 Fixed Rate Secured A2 Loan Notes 2030.
The A1 and A2 Loan Notes are secured by way of a composite guarantee and debenture. Both series of loan notes carry a fixed interest rate of 12% per annum. For each series, 50% of the principal is redeemable five years and six months from 10 May 2024, with the remaining 50% redeemable six years from the same date.
The composite guarantee and debenture provide security over certain assets of the group and include guarantees from specified group companies.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Amounts contracted for but not provided in the financial statements:
Key management personnel are defined as the parent and subsidiary directors of the Group.
The total emoluments of key management personnel (salaries, wages, benefits in kind and pension costs) were £2,140,185 in relation to 13 employees.