REGISTERED NUMBER: 04206852 (England and Wales)

ESPRIT GROUP UK LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

8

Consolidated Statement of Financial Position

9

Company Statement of Financial Position

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Consolidated Statement of Cash Flows

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

P I Burke

T R Dubberley

R R D Wheeler

S Eden

SECRETARY:

Miss V A Beckett

REGISTERED OFFICE:

Esprit House

Spon Lane

West Bromwich

West Midlands

B70 6AA

REGISTERED NUMBER:

04206852 (England and Wales)

AUDITORS:

Folkes Worton LLP

Chartered Accountants and Statutory Auditor

15-17 Church Street

Stourbridge

West Midlands

DY8 1LU

The directors present their strategic report of the company and the group for the year ended 28 February 2025.

REVIEW OF BUSINESS

The directors were satisfied with the results declared for the year ended 28 February 2025.

PRINCIPAL RISKS AND UNCERTAINTIES

The group monitors costs and revenue on a constant basis to protect the financial stability of the group. The current market is stable with potential for growth.

The directors believe that they have taken all necessary and reasonable steps to protect the group. Although the group operates and trades outside of the UK, the majority of sales are within the UK and the directors do constantly review exchange rates, so any fluctuations should not have a major impact on the group's performance.

The directors do realise that events outside their control will affect the performance of the group.

KEY PERFORMANCE INDICATORS

The directors consider that the key financial performance indicators are turnover, gross profit margin and net profit.

The turnover for the group has increased from £18.8 million in 2024 to £21.6 million in 2025, which is an increase of 14.6%. The gross profit for the year has increased to £2.80 million with a gross profit margin of 13% (2024 - £2.51 million gross profit at a margin of 13%).

The net profit before tax has increased to £0.63 million from £0.27 million.

ON BEHALF OF THE BOARD:

T R Dubberley - Director

21 October 2025

The directors present their report with the financial statements of the company and the group for the year ended 28 February 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of a holding company for a group of companies that specialise in shop and store fitting.

DIVIDENDS

Interim dividends per share were paid during the year as follows:

Ordinary A £1

-

£235.71429

- 28 February 2025

Ordinary B £1

-

£5.66667

- 28 February 2025

The total distribution of dividends for the year ended 28 February 2025 will be £ 166,700 .

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 March 2024 to the date of this report.

P I Burke

T R Dubberley

R R D Wheeler

S Eden

POLITICAL DONATIONS AND EXPENDITURE

There were no political donations and expenditure during the year.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Folkes Worton LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

T R Dubberley - Director

21 October 2025

Opinion

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

In our opinion the financial statements:

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

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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:

Based on our understanding of the group, the company and their industry, we identified the principal risks of non-compliance with laws and regulations and we considered the extent to which non-compliance might have a material effect on the financial statements We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure, and management bias in accounting estimates and judgements. In response to the above identified risks audit procedures were designed to appropriately drawn conclusions. Audit procedures such as;

-Reviewing and challenging journal entries, in particular unusual account combinations;

-Challenging assumptions and judgements made by management in their significant accounting estimates; and

-Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remains a risk of not detecting irregularities, as these may include collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Nigel Meredith FCA (Senior Statutory Auditor)

for and on behalf of Folkes Worton LLP

Chartered Accountants and Statutory Auditor

15-17 Church Street

Stourbridge

West Midlands

DY8 1LU

21 October 2025

TURNOVER

21,578,624

18,821,710

Cost of sales

18,782,408

16,315,393

GROSS PROFIT

2,796,216

2,506,317

Administrative expenses

2,198,933

2,140,762

597,283

365,555

Other operating income

-

12,861

OPERATING PROFIT

4

597,283

378,416

Interest receivable and similar income

292,858

149,070

890,141

527,486

Interest payable and similar expenses

5

257,511

261,702

PROFIT BEFORE TAXATION

632,630

265,784

Tax on profit

6

72,895

113,223

PROFIT FOR THE FINANCIAL YEAR

559,735

152,561

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

559,735

152,561

Profit attributable to:

Owners of the parent

559,735

152,561

Total comprehensive income attributable to:

Owners of the parent

559,735

152,561

FIXED ASSETS

Intangible assets

9

1,804,339

2,065,346

Tangible assets

10

1,248,628

918,195

Investments

11

-

-

3,052,967

2,983,541

CURRENT ASSETS

Stocks

12

199,711

95,765

Debtors

13

1,280,851

3,746,977

Cash at bank and in hand

9,623,785

9,093,573

11,104,347

12,936,315

CREDITORS

Amounts falling due within one year

14

5,244,207

7,441,499

NET CURRENT ASSETS

5,860,140

5,494,816

TOTAL ASSETS LESS CURRENT LIABILITIES

8,913,107

8,478,357

CREDITORS

Amounts falling due after more than one year

15

(2,527,400

)

(2,453,685

)

PROVISIONS FOR LIABILITIES

18

(136,800

)

(168,800

)

NET ASSETS

6,248,907

5,855,872

CAPITAL AND RESERVES

Called up share capital

19

1,000

1,000

Retained earnings

20

6,247,907

5,854,872

SHAREHOLDERS' FUNDS

6,248,907

5,855,872

The financial statements were approved by the Board of Directors and authorised for issue on 21 October 2025 and were signed on its behalf by:

T R Dubberley - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

61,165

85,181

Investments

11

3,362,102

3,362,102

3,423,267

3,447,283

CURRENT ASSETS

Debtors

13

827,894

466,900

Cash at bank

3,136,224

2,821,558

3,964,118

3,288,458

CREDITORS

Amounts falling due within one year

14

11,401

9,003

NET CURRENT ASSETS

3,952,717

3,279,455

TOTAL ASSETS LESS CURRENT LIABILITIES

7,375,984

6,726,738

CREDITORS

Amounts falling due after more than one year

15

2,421,018

2,421,018

NET ASSETS

4,954,966

4,305,720

CAPITAL AND RESERVES

Called up share capital

19

1,000

1,000

Retained earnings

20

4,953,966

4,304,720

SHAREHOLDERS' FUNDS

4,954,966

4,305,720

Company's profit for the financial year

815,946

407,627

The financial statements were approved by the Board of Directors and authorised for issue on 21 October 2025 and were signed on its behalf by:

T R Dubberley - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 March 2023

1,000

5,705,711

5,706,711

Changes in equity

Dividends

-

(3,400

)

(3,400

)

Total comprehensive income

-

152,561

152,561

Balance at 29 February 2024

1,000

5,854,872

5,855,872

Changes in equity

Dividends

-

(166,700

)

(166,700

)

Total comprehensive income

-

559,735

559,735

Balance at 28 February 2025

1,000

6,247,907

6,248,907

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 March 2023

1,000

3,900,493

3,901,493

Changes in equity

Dividends

-

(3,400

)

(3,400

)

Total comprehensive income

-

407,627

407,627

Balance at 29 February 2024

1,000

4,304,720

4,305,720

Changes in equity

Dividends

-

(166,700

)

(166,700

)

Total comprehensive income

-

815,946

815,946

Balance at 28 February 2025

1,000

4,953,966

4,954,966

Cash flows from operating activities

Cash generated from operations

1

1,548,105

1,112,392

Interest paid

(249,183

)

(260,708

)

Interest element of hire purchase payments paid

(8,328

)

(994

)

Tax paid

(39,182

)

(74,887

)

Net cash from operating activities

1,251,412

775,803

Cash flows from investing activities

Purchase of tangible fixed assets

(611,298

)

(533,024

)

Sale of tangible fixed assets

53,239

178,500

Interest received

292,858

149,070

Net cash from investing activities

(265,201

)

(205,454

)

Cash flows from financing activities

Loan repayments in year

(317,400

)

(105,800

)

Capital repayments in year

30,676

33,819

Amount introduced by directors

940

125,885

Amount withdrawn by directors

(3,515

)

(2,580

)

Equity dividends paid

(166,700

)

(3,400

)

Net cash from financing activities

(455,999

)

47,924

Increase in cash and cash equivalents

530,212

618,273

Cash and cash equivalents at beginning of year

2

9,093,573

8,475,300

Cash and cash equivalents at end of year

2

9,623,785

9,093,573

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

2025

2024

£

£

Profit before taxation

632,630

265,784

Depreciation charges

487,609

402,858

Loss/(profit) on disposal of fixed assets

1,023

(16,747

)

Finance costs

257,511

261,702

Finance income

(292,858

)

(149,070

)

1,085,915

764,527

(Increase)/decrease in stocks

(103,946

)

121,615

Decrease/(increase) in trade and other debtors

2,466,126

(2,399,809

)

(Decrease)/increase in trade and other creditors

(1,899,990

)

2,626,059

Cash generated from operations

1,548,105

1,112,392

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 28 February 2025

28/2/25

1/3/24

£

£

Cash and cash equivalents

9,623,785

9,093,573

Year ended 29 February 2024

29/2/24

1/3/23

£

£

Cash and cash equivalents

9,093,573

8,475,300

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/3/24

Cash flow

At 28/2/25

£

£

£

Net cash

Cash at bank and in hand

9,093,573

530,212

9,623,785

9,093,573

530,212

9,623,785

Debt

Finance leases

(52,016

)

(30,676

)

(82,692

)

Debts falling due within 1 year

(317,400

)

317,400

-

Debts falling due after 1 year

(2,421,018

)

-

(2,421,018

)

(2,790,434

)

286,724

(2,503,710

)

Total

6,303,139

816,936

7,120,075

1.	STATUTORY INFORMATION

Esprit Group UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of value added tax and other sales related taxes.

Revenue from the sale of goods and services is recognised when:

- the significant risks and rewards of ownership of the goods have passed to the buyer;

- the amount of the revenue can be measured reliably;

- it is probable that the economic benefits associated with the transaction will flow to the entity; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the balance of the carrying amount of each asset in the unit.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Short leasehold

-

Over the life of the lease

Plant and machinery

-

20% on reducing balance and 15% on reducing balance

Fixtures and fittings

-

20% on reducing balance and 15% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

25% on cost

Tangible assets are initially measured at cost. After initial recognition, tangible assets are measured at cost less any accumulated depreciation and any accumulated impairment losses.

The gain or loss arising on the disposal of an asset is determined as the difference between the disposal proceeds and the carrying value of the asset, and is credited or charged to the statement of comprehensive income.

Government grants

Government grants are accounted for under the accrual model in which grants are recognised in income on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate.

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

3,109,169

2,706,476

Social security costs

183,934

43,378

Other pension costs

62,060

70,745

3,355,163

2,820,599

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

2025

2024

Production and administration

44

45

Directors

4

4

48

49

2025

2024

£

£

Directors' remuneration

340,607

351,569

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

100,167

113,850

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025

2024

£

£

Hire of plant and machinery

6,129

198,280

Other operating leases

227,560

235,700

Depreciation - owned assets

182,379

130,968

Depreciation - assets on hire purchase contracts

44,224

10,875

Loss/(profit) on disposal of fixed assets

1,023

(16,747

)

Goodwill amortisation

257,763

257,763

Development costs amortisation

3,244

3,252

Auditors' remuneration

8,985

9,070

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest

12

-

Bank loan interest

4,456

26,367

Director's loan interest

244,715

234,341

Hire purchase interest

8,328

994

257,511

261,702