The directors present the strategic report for the Period 30 March 2025.
The Company is the parent company of the Smythson Group and does not trade on its own account. 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.
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 Group 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 Group are:
| 2025 | 2024 |
Turnover | £24.2m | £28.5m |
Gross Profit % | 71% | 72% |
EBITDA (Earnings before interest, tax, depreciation and amortisation) | £(4.3m) | £(4.9m) |
EBTIDA represents earnings before interest, tax, depreciation and amortisation.
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 results for the Period are set out on page 11.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the Period and up to the date of signature of the financial statements were as follows:
The Group 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 pandemic, the war in Ukraine and the Middle East and the current economic climate. The Group 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 Group monitors budgets and cash flow forecasts on a weekly basis and works closely with its shareholders to ensure that the Group has the appropriate resources to fund all working capital cycles.
The Group 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 Group uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.
The Group’s principal foreign currency exposure arises from trading with overseas companies, predominantly purchases made from suppliers in Europe. Exposure arising from trade with the Group’s major supplier in Italy has been mitigated against foreign currency risk as transactions are denominated in the Group's functional currency (Pounds Sterling). The Group’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 Group arises from its trade debtors. In order to manage this risk, the Group 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.
Details of future developments can be found in the Strategic Report and forms part of this report by cross-reference.
We have audited the financial statements of Holdsmyth Limited (the 'parent company') and its subsidiaries (the 'group') for the Period ended 30 March 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors' report for the financial Period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.
Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company's members those matters we are required to state to them in an auditors report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £0.96m (2024: £0.88m).
Holdsmyth Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is 257a Pavilion Road, London, SW1X 0BP.
The group consists of Holdsmyth Limited and all of its subsidiaries.
The comparative financial period was for the period 01 April 2024 to 31 March 2024 and is not directly comparable to the current period ended 30 March 2025. The period end changes each year due to the group reporting internally on a weekly basis.
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 freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for 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.
The consolidated group financial statements consist of the financial statements of the parent company Holdsmyth Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 30 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
As part of their assessment of the Group’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 Group and the commitment from the 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.basis of accounting in preparing the annual report and financial statements.
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.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
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 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 group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Included in stock at the balance sheet date is a provision of £800,883 (2024: £724,390) 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.
For accounting purposes when considering the interest rate applied to financial instruments held by the company, the rate to be used must be comparable to the rate that would be provided by a third party. Based on the research performed by the directors the effective interest rate has been determined at 5%. This has been used to calculate the accounting treatment of the loans.
In April 2024, the Group surrendered the lease on its flagship London store and earned a premium of £4,513,357.
The average monthly number of persons (including directors) employed by the group and company during the Period was:
Their aggregate remuneration comprised:
None of the Directors were paid by the company but were remunerated by a subsidiary undertaking in the year.
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 group has estimated carried forward tax losses of £36.5m (2024: £35.4m) to set against future taxable profits. An associated deferred tax asset has not been recognised due to uncertainty of timing of future taxable profits.
Details of the company's subsidiaries at 30 March 2025 are as follows:
The registered office of B J Chant & Sons Limited and Frank Smythson Limited is 257a Pavilion Road, London, SW1X 0BP.
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.
The above companies have all been included in the consolidation.
Stock recognised in cost of sales during the period was £8,011,487 (2023: £7,729,371).
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.
See note 24 for details of the terms of the loan.
Dilapidations provisions represents amounts potentially payable at the end of the lease term in relation to retail premises occupied by the group under operating leases.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The Ordinary shares have full dividend and voting rights.
The group'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.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
For further details on the commitment to licence royalties refer to note 24.
The remuneration of key management personnel is as follows.
During the year the group paid expenses of £Nil (2024: £Nil) on behalf of Jacques Bahbout, a director of the group, and £Nil (2024: £Nil) was reimbursed. At the balance sheet date £Nil (2024: £3,833) is due to the group.
At the balance sheet date, the group owed £14,862,886 (2024: £13,665,507) to Crockford Limited, the Company's ultimate 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 year was £757,797 (2024: £698,635).
At the balance sheet date, the group owed £3,237,727 (2024: £5,849,846) to Tivoli Group SPA. Tivoli Group SPA and the Group were under common control during the year under review.
On 1 July 2020 the Group entered into a sale and licence back agreement with Tivoli granting exclusive use of the trademarks. As consideration for the rights granted, the Group agreed to pay to Smythson Srl (a company under common control), the licensor, a % of net sales as royalties, with a guaranteed minimum royalty payable each year. The group incurred £1,528,034 (2024: £1,581,093) of royalty expenses in the year, and £63,184 (2024: £253,104) was outstanding at the year end. The guaranteed minimum royalty payable under the contract as at 30 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 Smython Srl would also distribute website sales to European countries. It was agreed that a % of this sale value would be paid over to Frank Smythson Limited as a fee. The group received £940,064 (2024: £986,352) fee income in respect of these sales in the year, of which £182,780 (2024: £172,479) was owing at 30 March 2025.