REGISTERED NUMBER: 06447697 (England and Wales)

Luke Roper Limited

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 January 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

S J Poole

Mrs D Poole

L J Roper

SECRETARY:

Mrs D Poole

REGISTERED OFFICE:

Lukesville

Furze Grounds Farm

Marsh Gibbon Road

Marsh Gibbon

Oxfordshire

OX27 0AQ

REGISTERED NUMBER:

06447697 (England and Wales)

AUDITORS:

Kilby Fox

Statutory Auditor

4 Pavilion Court

600 Pavilion Drive

Northampton Business Park

Northampton

Northamptonshire

NN4 7SL

The directors present their strategic report for the year ended 31 January 2025.

REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS

The cost of living crisis and high interest rate continues to have an impact. Group revenue has decreased by 11% to £14.5m.

During the year, the Company entered into a licensing agreement with 'Anti Social Social Club,' a U.S. based brand. The initial costs related to establishing operations in the UK resulted in a loss of £113K, which has been accounted for in the reported net profit of £0.64m.

Overhead costs have increased by 3%, however margins have improved by 4.5%. This is due to the changes implemented to the business model as part of the 3 year plan, as a result Retail and E-Commerce have become a larger proportion of revenue. However improvements to sourcing and timely stock delivery have also contributed to margin increase.

While inflation has fallen over the last two years to single digits, continuing conflicts in the Middle East and Ukraine remain a threat to inflation and supply chain. US tariffs have also contributed to uncertainty both in the UK and around the world. Although the risk of recession has receded, economic forecast suggests stagnation over the next 12 months.

We expect the current economic climate and it's impact on fashion to continue over the next 1-2 years. The fashion industry continues to experience challenges due to climate control, ranging from reduction of carbon footprint to use of recyclable materials.

The Board continues to be proactive, negotiating prices with the current supplier base and looking for cheaper alternatives without compromising quality. Similarly, the Board is also exploring the use of sustainable fabric, use of recyclable packaging and "close to home suppliers".

The Group will continue to monitor the market closely, seek growth opportunities in new product categories, new customer accounts and new geographical markets. The Board is of the opinion that the Group is well placed to cope with the uncertainties and current market conditions.

The Board continues to look for suitable retail opportunities and E-Commerce growth as part of a 3 year plan.

PRINCIPAL RISKS AND UNCERTAINTIES

The UK fashion market remains sensitive to consumer confidence, job security and the housing market. Consumer spending seems to have been affected by recent economic uncertainties and is expected to continue into the next 1-2 years, which is likely to impact on both the volume of sales and the price achieved. However, the market is closely monitored by the Board.

The group is exposed to fluctuations in foreign exchange on purchases. The group aims to minimise the impact using foreign currency instruments such as forward currency contracts.

The group continues to mitigate its exposure to credit risk by insuring a majority of the business. The remaining exposure is managed by close monitoring of customers and market conditions by the Credit Control Department.

The main financial instruments held by the group are trade debtors, trade creditors, cash and foreign currency contracts.

The Group maintains and regularly reviews internal controls to minimise the risk of fraud.

KEY PERFORMANCE INDICATORS

Throughout the year, regular review of the group's key performance indicators (KPI) are performed by management. These KPIs are monitored monthly and compared with performance expected within the budget and prior year achievements.

The key KPI's for the business include sales growth, gross margin and profit before tax.

During the year group revenue reduced from £16.2m to £14.5m and net profit before tax reduced from £1m to £0.64m.

EMPLOYEES

The Group aims to recruit excellent candidates and has an active retention policy including appropriate training, annual appraisals, advancement opportunities and exit interviews. Employees are also kept informed through regular meetings and encouraged to contribute.

The Group is committed to the principle of equality and diversity in all areas of recruitment, employment, training and promotion.

ON BEHALF OF THE BOARD:

S J Poole - Director

28 October 2025

The directors present their report with the financial statements of the company for the year ended 31 January 2025.

DIVIDENDS

An interim dividend of 1,650 per share was paid on 31 January 2025. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 January 2025 will be £ 495,000 .

DIRECTORS

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

S J Poole

Mrs D Poole

L J Roper

POLITICAL DONATIONS AND EXPENDITURE

The Company made charitable donations totalling £4,823 in the year.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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.

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Kilby Fox, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S J Poole - Director

28 October 2025

Opinion

We have audited the financial statements of Luke Roper Limited (the 'company') for the year ended 31 January 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 January 2025 and of its 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 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.

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 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 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 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.

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.

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:

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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

Audit response to risks identified

- the nature of the industry and sector, control environment and business performance including the design of the Company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance;

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

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

- the matters discussed among the audit engagement team and involving relevant internal specialists, including tax specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation.

Audit response to risks identified

As a result of performing the above, we identified revenue recognition as a key audit matter related to the potential risk of fraud.

Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

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

- reading minutes of meetings of those charged with governance

- obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

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

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists, and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.

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

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.

Martin Crooke FCCA (Senior Statutory Auditor)

for and on behalf of Kilby Fox

Statutory Auditor

4 Pavilion Court

600 Pavilion Drive

Northampton Business Park

Northampton

Northamptonshire

NN4 7SL

29 October 2025

TURNOVER

12,313,582

14,368,889

Cost of sales

7,946,940

9,544,987

GROSS PROFIT

4,366,642

4,823,902

Administrative expenses

3,776,349

3,799,789

OPERATING PROFIT

4

590,293

1,024,113

Interest receivable and similar income

39,698

2,003

629,991

1,026,116

Interest payable and similar expenses

5

(25,312

)

6,514

PROFIT BEFORE TAXATION

655,303

1,019,602

Tax on profit

6

127,989

260,668

PROFIT FOR THE FINANCIAL YEAR

527,314

758,934

PROFIT FOR THE YEAR

527,314

758,934

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

527,314

758,934

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

141,562

158,213

Investments

10

427,701

405,682

569,263

563,895

CURRENT ASSETS

Stocks

11

2,028,917

2,165,331

Debtors

12

1,874,008

1,394,220

Cash at bank and in hand

1,680,146

3,533,743

5,583,071

7,093,294

CREDITORS

Amounts falling due within one year

13

673,366

2,196,909

NET CURRENT ASSETS

4,909,705

4,896,385

TOTAL ASSETS LESS CURRENT LIABILITIES

5,478,968

5,460,280

CREDITORS

Amounts falling due after more than one year

14

(50,226

)

(60,386

)

PROVISIONS FOR LIABILITIES

18

(27,812

)

(31,278

)

NET ASSETS

5,400,930

5,368,616

CAPITAL AND RESERVES

Called up share capital

19

300

300

Retained earnings

20

5,400,630

5,368,316

SHAREHOLDERS' FUNDS

5,400,930

5,368,616

The financial statements were approved by the Board of Directors and authorised for issue on 28 October 2025 and were signed on its behalf by:

S J Poole - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 February 2023

300

5,164,382

5,164,682

Changes in equity

Dividends

-

(555,000

)

(555,000

)

Total comprehensive income

-

758,934

758,934

Balance at 31 January 2024

300

5,368,316

5,368,616

Changes in equity

Dividends

-

(495,000

)

(495,000

)

Total comprehensive income

-

527,314

527,314

Balance at 31 January 2025

300

5,400,630

5,400,930

1.	STATUTORY INFORMATION

Luke Roper 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.

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 as modified by the revaluation of certain assets.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2008, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of nil years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Property improvements

-

50% on cost and 20% on cost

Fixtures and fittings

-

33.3% on cost, 20% on cost and straight line over 6 years

Motor vehicles

-

33.3% on cost

Office equipment

-

50% on cost, 33.3% on cost and 25% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

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 Income Statement, 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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

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 company operates a defined contribution pension scheme. Contributions payable to the company'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

1,316,606

1,193,502

Social security costs

122,916

109,828

Other pension costs

37,313

30,240

1,476,835

1,333,570

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

2025

2024

Managers

3

3

Production

34

33

37

36

2025

2024

£

£

Directors' remuneration

28,800

28,665

4.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Operating leases

322,609

490,912

Depreciation - owned assets

84,980

71,550

Auditors' remuneration

17,000

16,000

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Exchange rate movement

(25,312

)

6,514

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

131,456

258,003

Deferred tax

(3,467

)

2,665

Tax on profit

127,989

260,668

7.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Interim

495,000

555,000

8.	INTANGIBLE FIXED ASSETS

Patents

and

Goodwill

licences

Totals

£

£

£

COST

At 1 February 2024

and 31 January 2025

445,000

13,280

458,280

AMORTISATION

At 1 February 2024

and 31 January 2025

445,000

13,280

458,280

NET BOOK VALUE

At 31 January 2025

-

-

-

At 31 January 2024

-

-

-

9.	TANGIBLE FIXED ASSETS

Fixtures

Long

Property

and

leasehold

improvements

fittings

£

£

£

COST

At 1 February 2024

23,470

78,276

213,935

Additions

-

-

39,255

At 31 January 2025

23,470

78,276

253,190

DEPRECIATION

At 1 February 2024

23,470

78,275

131,928

Charge for year

-

-

22,409

At 31 January 2025

23,470

78,275

154,337

NET BOOK VALUE

At 31 January 2025

-

1

98,853

At 31 January 2024

-

1

82,007

Motor

Office

vehicles

equipment

Totals

£

£

£

COST

At 1 February 2024

206,529

154,479

676,689

Additions

-

29,074

68,329

At 31 January 2025

206,529

183,553

745,018

DEPRECIATION

At 1 February 2024

158,710

126,093

518,476

Charge for year

44,479

18,092

84,980

At 31 January 2025

203,189

144,185

603,456

NET BOOK VALUE

At 31 January 2025

3,340

39,368

141,562

At 31 January 2024

47,819

28,386

158,213

10.	FIXED ASSET INVESTMENTS

Shares in

group

Unlisted

undertakings

investments

Totals

£

£

£

COST OR VALUATION

At 1 February 2024

1

405,681

405,682

Reversal of impairments

-

22,019

22,019

At 31 January 2025

1

427,700

427,701

NET BOOK VALUE

At 31 January 2025

1

427,700

427,701

At 31 January 2024

1

405,681

405,682

Cost or valuation at 31 January 2025 is represented by:

Shares in

group

Unlisted

undertakings

investments

Totals

£

£

£

Valuation in 2024

-

(18,319

)

(18,319

)

Valuation in 2025

-

22,019

22,019

Cost

1

424,000

424,001

1

427,700

427,701