The directors present the strategic report for the period ended 30 March 2025.

The principal activity of the Smythson Group is that of a multi-channel luxury leather goods and stationery retailer, operating from 5 mono-brand locations (as of March 2025), as well as online and through business-to-business channels. Production of paper goods is UK-based, through group-owned and operated factories in Swindon and Hoddesdon. During the period ended 30 March 2025 leather goods were almost entirely manufactured by a group-owned company in Italy.

The Smythson Group has a presence in the United Kingdom, United States of America, and France.

Business Review

During this financial year, the UK economy rebounded for approximately 6 months in early 2024, after the recession of 2023, but the momentum slowed later in the year. Inflation fell from its peak in 2022 and interest rates have slowly decreased since then. Internationally, advanced economies saw modest growth, while emerging markets grew faster.

At the beginning of 2025, we still see growth below historical norms, mainly due to the impact of US tariff uncertainties and geoeconomic fragmentation on global trade and investment flows.

The international markets uncertainty persists with no sign of a slowdown. This impacts international trading with an inevitable reduction of potential growth. Customer behaviour has also changed, with more of a focus on digital shopping, with social media and mobile commerce continuing to dominate product discovery and purchasing decisions. While high earners felt more secure and ready to spend, other consumers showed more caution towards the luxury end of the market.

Despite the trends of the market, we saw the performance of our retail business going in the opposite direction with like for like (LFL) growth of +31% vs last year. Conversely, our digital channel underperformed slightly compared to last year with an overall LFL decline of -4%. This was despite the UK online market growing by 3.6%, as the other online international markets all declining vs last year.

Our Business-to-Business performance also slowed down, with our corporate business declining by 8% and the wholesale business declining by 4%. This is due to the tightening of corporate gifting budgets and increased caution on inventory management in the wholesale business. We started trading with our Japanese distributor in January 2025, taking over the e-commerce platform on 9 January, followed by a small area of trading in Isetan Men and a flagship space in Ginza 6 by mid-February.

Our strategy has been to focus on having a healthy business, even if smaller in size, but continuing to drive EBITDA improvements year on year. The closure of our New Bond Street flagship store in late FY24 has resulted in a significantly improved income statement, testimony to the strategy management have undertaken. We are now in a better position to explore new locations, to open profitable stores and to increase the visibility of our brand. Investments in marketing to drive brand awareness are the heart of our strategy, alongside user experience improvements to our website.

The sustainability of our business is very important to us, with increasing financial support on the research and development of more sustainable practices and products.

As part of our assessment of the Group's ability to continue as a going concern, the directors have prepared business plan that included the forecasts prepared by management for the 12-month period following the approval of the financial statements. The forecast models the likely sales trends for this year, taking into account the UK economic situation and the planned cost saving initiatives.

The Group of which the company is part of was acquired in 2025 by a new ultimate parent company who support management's strategy in growing the business through funds already committed.

On the basis of the forecasts modelled and commitment from the Group's ultimate parent company, the directors have a reasonable expectation that the Group will continue in operational existence throughout the going concern period and have therefore applied the going concern basis of accounting in preparing the annual report and financial statements.

The management of the business and execution of the Group’s strategy are subject to various risks and

uncertainties, in particular:

Demand in the luxury retail sector remains uncertain, subject to global and local economic conditions resulting from the aftermath of the Covid pandemic, ongoing impact from Ukrainian war and recent increase in interest rates and cost of living. Some small indications of a stabilising position can be seen in the cost of raw materials and more positive inflation position.

The main financial risk arising from the Group’s activities is credit risk, which has been mitigated by a policy to require appropriate credit checks on potential wholesale and corporate customers before sales are made.

The Group is also exposed to financial risk and pressure on margins associated with adverse fluctuations in currency markets. These are actively monitored to ensure that this exposure is mitigated wherever possible.

Other key risks include liquidity and cashflow with further details provided in the Director's report.

The Company uses a range of performance measures to monitor and manage the business effectively. These are both financial and non-financial and are reported on a weekly basis versus internal targets and prior year performance. These include daily, weekly, and monthly sales and margins achieved against budget in each distribution channel, and traffic to and conversion rates in stores and across the Group’s e-commerce sites.

The key performance indicators of the Company are:

EBTIDA represents earnings before interest, tax, depreciation and amortisation.

Future developments

During 2025 the group was acquired by Oakley Capital. Following the acquisition the Company is now focused on ensuring its infrastructure and cost base are appropriate for the current business and its future growth and is investing in expanding into new territories and new channels. With careful rebalancing between digital and physical channels, and ongoing control on the cost base, we are confident we are laying the foundations for a successful and profitable business model.

On behalf of the board

The directors present their annual report and financial statements for the period ended 30 March 2025.

The principal activity of the company continued to be that of a multi-channel luxury leather goods and stationery retailer.

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

The results for the period are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The company is exposed to the global economic risk of a possible fall in demand and an increase in costs in the aftermath of the Covid-19, the war in Ukraine and the Middle East, and current economic climate. The company tracks performance against budget on a weekly basis and works closely with its suppliers to ensure product quality is maximised and that any cost increases are actively managed.

The directors seek to manage liquidity risk by ensuring sufficient liquidity is available to meet the operating needs of the business. The company monitors budgets and cash flow forecasts on a weekly basis and works closely with its shareholders to ensure that the company has the appropriate resources to fund all working capital cycles.

The company is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on bank overdrafts and loans.

The company’s principal foreign currency exposures arises from trading with overseas companies, predominantly purchases made from suppliers in Europe. Exposure arising from trade with the company's major supplier in Italy has been mitigated against foreign currency risk as transactions are denominated in the company's functional currency (Pounds Sterling). The company's policy is, where possible, to manage foreign exchange risk by matching the currency in which revenue is generated and expenses incurred.

The principal credit risk for the company arises from its trade debtors. In order to manage this risk, the company performs credit checks on all customers and subsequently sets appropriate credit limits. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

The company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Interest bearing assets and liabilities are held at fixed rate to ensure certainty of cash flows.

Details of future developments can be found in the Strategic Report and form part of this report by cross-reference.

Saffery LLP have expressed their willingness to continue in office.

The directors are responsible for preparing the annual report 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.

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements

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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

We have audited the financial statements of Frank Smythson Limited (the 'company') for the period ended 30 March 2025 which comprise the statement of comprehensive income, the statement of financial position, the 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 FRS 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 30 March 2025 and of its loss for the period 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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

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 course of 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 our 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.

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 directors' report.

We have nothing to report in respect of the following matters in relation to which 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 remuneration specified by law are not made; or

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

As explained more fully in the directors' responsibilities statement, 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 is 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.

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 an auditor's report 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.

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 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 company by discussions with directors and by updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the 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 financial statement disclosures. We reviewed the 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 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 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 an auditor's 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Frank Smythson Limited is a private company limited by shares incorporated in England and Wales. The registered office is 257a Pavilion Road, London, SW1X 0BP.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Frank Smythson Limited is a wholly owned subsidiary of Holdsmyth Limited and the results of Frank Smythson Limited are included in the consolidated financial statements of Holdsmyth Limited which are available from 257a Pavilion Road, London, England, SW1X 0BP.

This 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:

• Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares

• Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash low and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; 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

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

As part of their assessment of the Company’s ability to continue as a going concern, the directors have prepared a business plan that included for the 12 month period following the approval of the financial statements. The forecasts models the likely sales trends for this year, taking into account the UK economic situation and the planned cost saving initiatives. Owing to the inherent uncertainty of the situation and the potential impact of the rise in inflation and the continued global uncertainty, the forecasts have taken into account the impact that this may have on the Company going forward.

The Group of which the company is part of was acquired in 2025 by a new ultimate parent company who support management's strategy in growing the business through funds already committed.

On the basis of the forecasts modelled, the resources currently available to the Company and the commitment from the ultimate parent company, the directors have a reasonable expectation that the Company will continue in operational existence throughout the going concern period and have therefore applied the going concern basis of accounting in preparing the annual report and financial statements.

The comparative financial period was for the period 03 April 2023 to 31 March 2024 and is not directly comparable to the current period ended 30 March 2025. The year end changes each year due to the company reporting internally on a weekly basis.

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 VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of 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.

Goodwill arising on the acquisition of subsidiary undertakings represents the excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities 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, which is 20 years.

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 carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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 credited or charged to profit or loss.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. 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 company 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.

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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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 company 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 company 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.

Other financial liabilities, including debt instruments that do not meet the definition of a basic financial instrument, are measured at fair value through profit or loss.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

Other reserves refer to capital contributions and revaluations. The movement in the period relates to a capital contribution from the parent company.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

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 leases 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.

In the application of the company’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.

Included in stock at the balance sheet date is a provision of £503,629 (2024: £425,827) in respect of potentially obsolete and slow moving stock. The provision is based on a detailed analysis of the projected volume, market place, timing and sales price of future sales of stock, which has been estimated based on historical sales data and the experience of management.

Included in provisions at the balance sheet date are amounts in respect of the present value of the anticipated future costs of exiting respective leases held. The provision is calculated with reference to previous leases held and industry averages.

The Directors have evaluated the amounts owed by group undertakings and recoverability of the balances, making judgements and estimates on historical experience and on other factors believed to be reasonable. Amounts owed by group undertakings and affiliates of the group and Company are unsecured, interest free, have no fixed date of repayment and are repayable on demand. At the balance sheet date, the Directors are confident that all the amounts owed between the companies are fully recoverable and do not consider any impairment provision required.

The average monthly number of persons (including directors) employed by the company during the period was:

Their aggregate remuneration comprised:

Impairments of stocks are included in cost of sales. Amortisation of intangible assets is included in administrative expenses.

In April 2024, the company surrendered the lease on its flagship London store and earned a premium of £4,513,357.

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:

Factors that may affect future tax charges

The company has estimated carried forward tax losses of £34.6m (2024: £33.9m) to set against future taxable profits. An associated deferred tax asset has not been recognised due to uncertainty of timing of future taxable profits.

Stock recognised in cost of sales during the period was £5,859,152 (2024: £7,253,976).

The company owns 11.4% of B J Chant & Sons Limited. The remaining 88.6% is held by Holdsmyth Limited, the parent company of Frank Smythson Limited. The investment is therefore not treated as a subsidiary and the company's investment of £73,499 is included in other investments.

Details of the company's subsidiaries at 30 March 2025 are as follows:

The registered office of Frank Smythson of Bond Street Inc. is c/o Lee Anav Chung White Kim Ruger & Richter LLP, 99 Madison Avenue, 8th Floor, New York 10016.

The registered office of Frank Smythson SARL is 72 rue du Faubourg Saint Honoré, 75008 Paris.

The registered office of Frank Smythson Hong Kong Limited is Unit 305-307, 3/F, Laford Centre, 38 Lai Chi Kok Road, Cheung Sha Wan, Kowloon, Hong Kong.

Amounts owed by group undertakings are interest free, unsecured and repayable on demand.

Amounts owed to group undertakings are interest free, unsecured and repayable on demand.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The Ordinary A shares and Ordinary B are ranked pari passu in all material respects and have full dividend and voting rights.

Due to the structure of the repayment schedule of parent company loan, there are no amounts due until 31 March 2026, and as such no amounts falling due within one year.

See note 26 for details of the terms of the loan.

Dilapidations provisions represent amounts potentially payable at the end of the lease term in relation to retail premises occupied by the company under operating leases.

The company's other reserves consist of a capital contribution reserve of which the movement in the period represents deemed capital contributions as a result of interest free loans received from the parent company in accordance with FRS 102 Section 11.

The company's immediate parent undertaking is Holdsmyth Limited, a company registered in England and Wales. Holdsmyth Limited is the only group for which consolidated accounts including the company's position and results are prepared. Consolidated accounts of the group are available at Holdsmyth Limited's registered address of 257a Pavilion Road, London, England, SW1X 0BP.

The company's ultimate parent undertaking is Oakley Capital Partners Fund III.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

In addition to the commitments detailed above, the company has a guaranteed minimum royalty commitment to Frank Smythson Srl. For further details refer to note 26.

The remuneration of key management personnel is as follows.

During the period the company entered into the following transactions with related parties:

At the balance sheet date Jacques Bahboot owed £Nil (2024: £3,833) is due to the company.

At the balance sheet date, the company owed £14,862,886 (2024: £13,665,507) to Holdsmyth Limited, its immediate parent company. The loan is unsecured and interest free. As the loan is interest free, for accounting purposes it has been discounted on initial recognition based on the contracted cash flows at market rate of interest of 5% (2024: 5%). In accordance with FRS 102, £959,918 (2024: £874,854) is treated as a capital contribution and recognised accordingly in reserves. The notional interest expense recognised in the period was £757,797 (2024: £698,635).

On 1 July 2020 the Group entered into a sale and licence back agreement with Tivoli SPA. As consideration for the rights granted, the Group agreed to pay to Frank Symthson Srl (a company under common control), the licensor, a % of net sales as royalties, with a guaranteed minimum royalty payable each year. The company incurred £1,528,034 (2024: £1,581,093) of royalty expenses in the year, and £63,184 (2024: £253,104) was outstanding at the period end. The guaranteed minimum royalty payable under the contract as at 31 March 2025 was £27,625,000 (2024: £28,625,000).

It was agreed in 2021 that Frank Smythson Srl would distribute wholesale sales to non-UK countries and additionally from July 2022 that Frank Smythson Srl would distribute website sales to European countries. It was agreed that a % of the sale value would be paid over to the company as a fee. The company generated income amounting to £940,064 (2024: £986,352) in respect of these sales in the period, of which £182,780 (2024: £172,479) was owed to the company at the period end.

The company has taken advantage of the exemption in FRS 102 section 33 from the requirement to disclose transactions with group companies on the grounds that the company is a wholly owned subsidiary within the group.