FOR THE YEAR ENDED 30 APRIL 2025
SUSTAINABLE TOPCO LIMITED
COMPANY INFORMATION
SUSTAINABLE TOPCO LIMITED
CONTENTS
SUSTAINABLE TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2025
Sustainable Topco Limited is the parent company of Sustainable Bidco Limited and Nkuku Limited. Sustainable Bidco Limited is a holding company and therefore the strategic report refers to the trading company; Nkuku.
Nkuku is an ethical interiors brand that designs and curate’s unique homewares, furniture, lighting, textiles, and accessories. The brand is known for its use of sustainable, natural materials and its commitment to preserving traditional craftsmanship and artisanal techniques.
Nkuku operates a multichannel business model, with a strong and growing direct-to-consumer presence through nkuku.com, alongside a robust wholesale channel via select department stores, high street multiples, independent trade stockists, and interior designers. This is complemented by its own retail store and café.
With a differentiated, design-led proposition built on ethical values, Nkuku appeals to an affluent customer base that values consciously crafted products for the home. The collection comprises over 1,300 pieces, primarily sourced from India, with many long-standing supplier relationships.
This multichannel approach not only raises brand awareness but also diversifies risk and enables the business to reach customers through multiple touchpoints.
Nkuku operates a multichannel business model, with a strong and growing direct-to-consumer presence through nkuku.com, alongside a robust wholesale channel via select department stores, high street multiples, independent trade stockists, and interior designers. This is complemented by its own retail store and café.
With a differentiated, design-led proposition built on ethical values, Nkuku appeals to an affluent customer base that values consciously crafted products for the home. The collection comprises over 1,300 pieces, primarily sourced from India, with many long-standing supplier relationships.
This multichannel approach not only raises brand awareness but also diversifies risk and enables the business to reach customers through multiple touchpoints.
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SUSTAINABLE TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
Sales in the year were £19.4m vs £16.8m in the prior year. Sales grew 15% YoY, with most of the growth coming from D2C, which stepped up 24% and accounted for 61% of Sales, vs 57% in the previous year. Customer acquisition in our D2C channels improved 16%, and the number of existing customers shopping stepped up 15%.
Our combined B2B channels improved 3% on the year, however, this masks the removal of international trade due to complexities caused by Brexit - in the previous year, international wholesale accounted for £141k Sales. Our larger Key Accounts improved 42% YoY.
Nkuku remained focused on sustainable, profitable growth during the year, achieving significant progress against its strategic priorities. Turnover for the year was £19.4 million, an increase of 15% compared with £16.8 million in the previous financial year. This growth was achieved despite ongoing challenges within the UK furniture and homewares sector.
The principal driver of this growth was the continued strength of the direct-to-consumer (D2C) channel, which grew by 24% year-on-year. This was supported by a successful customer acquisition strategy, alongside a focus on developing long-term relationships with existing customers, resulting in strong customer retention. Growth within this channel was underpinned by a 16% year-on-year increase in customer volumes, alongside a 6% increase in average order value.
Performance across wholesale channels was mixed. The company’s key accounts, including its partnership with John Lewis & Partners, performed strongly with sales growth of 38% year-on-year. However, this was offset by an 11% decline in sales within the more traditional wholesale customer base, reflecting the ongoing pressures faced by the UK high street retail sector.
The company continued to focus its product development efforts on its core categories of furniture and lighting, with homewares providing a strong complementary offer. New product ranges for AW24 and SS25 delivered strong results, achieving 40% year-on-year growth, significantly outperforming overall sales growth and contributing to the continued strength of the business’s core and continuity ranges.
Operationally, the company maintained a strong focus on effective stock management, balancing product availability with logistics costs and cash flow considerations. This approach ensured that stock was well-positioned to meet customer demand efficiently.
Despite this strong trading performance, the business experienced significant cost pressures during the year, particularly due to exceptional increases in shipping costs. This contributed to a slight reduction in gross margin, which decreased to 45.6% (2024: 46.1%). However, these cost pressures were partially mitigated by a favourable channel mix and efficiency improvements within the UK logistics network, including savings in storage costs.
Our combined B2B channels improved 3% on the year, however, this masks the removal of international trade due to complexities caused by Brexit - in the previous year, international wholesale accounted for £141k Sales. Our larger Key Accounts improved 42% YoY.
Nkuku remained focused on sustainable, profitable growth during the year, achieving significant progress against its strategic priorities. Turnover for the year was £19.4 million, an increase of 15% compared with £16.8 million in the previous financial year. This growth was achieved despite ongoing challenges within the UK furniture and homewares sector.
The principal driver of this growth was the continued strength of the direct-to-consumer (D2C) channel, which grew by 24% year-on-year. This was supported by a successful customer acquisition strategy, alongside a focus on developing long-term relationships with existing customers, resulting in strong customer retention. Growth within this channel was underpinned by a 16% year-on-year increase in customer volumes, alongside a 6% increase in average order value.
Performance across wholesale channels was mixed. The company’s key accounts, including its partnership with John Lewis & Partners, performed strongly with sales growth of 38% year-on-year. However, this was offset by an 11% decline in sales within the more traditional wholesale customer base, reflecting the ongoing pressures faced by the UK high street retail sector.
The company continued to focus its product development efforts on its core categories of furniture and lighting, with homewares providing a strong complementary offer. New product ranges for AW24 and SS25 delivered strong results, achieving 40% year-on-year growth, significantly outperforming overall sales growth and contributing to the continued strength of the business’s core and continuity ranges.
Operationally, the company maintained a strong focus on effective stock management, balancing product availability with logistics costs and cash flow considerations. This approach ensured that stock was well-positioned to meet customer demand efficiently.
Despite this strong trading performance, the business experienced significant cost pressures during the year, particularly due to exceptional increases in shipping costs. This contributed to a slight reduction in gross margin, which decreased to 45.6% (2024: 46.1%). However, these cost pressures were partially mitigated by a favourable channel mix and efficiency improvements within the UK logistics network, including savings in storage costs.
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SUSTAINABLE TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
Global economic uncertainties, geo-political factors, cost-of-living pressures, national insurance contributions and high interest rates continue to have an impact on consumer behaviour and spending power.
The company bares a risk of unfavourable changes in foreign currency markets as a large amount of supplier payments are made US$. The company hedges its forecast purchasing, monitors exchange rates and reviews its foreign currency risk on a regular basis.
Due to the volatility of shipping costs, the company has fixed rates for the majority of financial year 25/26.
The company bares a risk of unfavourable changes in foreign currency markets as a large amount of supplier payments are made US$. The company hedges its forecast purchasing, monitors exchange rates and reviews its foreign currency risk on a regular basis.
Due to the volatility of shipping costs, the company has fixed rates for the majority of financial year 25/26.
Nkuku has a long-standing commitment to honest and ethical conduct in its relationships with suppliers, customers and employees. We are refining and improving our existing supplier audit process to protect and champion human rights of the workers in our supply chain. The company is a member of B Corp, with 2,500 other UK companies meeting a high standard of social and environmental performance, transparency and accountability. Nkuku is proud to be a real living wage employer.
The business considers the environment in the development and packaging of all products. Our strategy includes development of measurable targets for the use sustainable materials and recycled or recyclable packaging. We have Sustainability and Environmental policies which are published on our website. The company completed a packaging project during the year which has reduced the environmental impact of packaging.
This report was approved by the board on 4 November 2025 and signed on its behalf.
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SUSTAINABLE TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2025
The directors present their report and the financial statements for the year ended 30 April 2025.
The loss for the year, after taxation, amounted to £2,234,231 (2024: loss £3,959,334).
The dividends paid in the year were £Nil (2024: £Nil) and the proposed dividend not provided for is £Nil (2024: £Nil).
The directors who served during the year were:
The directors aim is to maintain the management policies, maximising growth potential of the Group in future years.
On 28 October 2024 Sustainable Bidco Limited, a subsidiary, entered into a deed to waive all accrued and unpaid interest on the Investor loan notes, the Investor note instrument, the Manager loan notes and the Manager loan note instrument and amend the rate of interest that applies to the loan note to 0% and issued 5,000,000 new deferred shares.
On 28 October 2024 Sustainable Topco Limited completed a share buyback and repurchased 11,750 C shares from the shareholders and issued 14,250 shares with a nominal value of £0.01, and subscription value of £1 per share.
On 28 October 2024 Sustainable Topco Limited completed a share buyback and repurchased 11,750 C shares from the shareholders and issued 14,250 shares with a nominal value of £0.01, and subscription value of £1 per share.
The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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SUSTAINABLE TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
This report was approved by the board and signed on its behalf.
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SUSTAINABLE TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 APRIL 2025
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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SUSTAINABLE TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SUSTAINABLE TOPCO LIMITED
We have audited the financial statements of Sustainable Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 April 2025, which comprise the Consolidated Statement of income and retained earnings, the Consolidated and Company Statements of financial position, the Consolidated Statement of cash flows and analysis of net debt, the Consolidated and Company Statement of changes in equity and the related notes, 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 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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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SUSTAINABLE TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SUSTAINABLE TOPCO LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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SUSTAINABLE TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SUSTAINABLE TOPCO LIMITED (CONTINUED)
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 Auditors' 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 Group 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:
∙the nature of the sector, control environment and the Group's performance;
∙results of our enquiries of management and the Directors, 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 non-compliance; 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 regilations;
∙the matters discussed among the audit engagement team regarding how and wehre the 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, which included incorrect recognition of revenue, management override of controls using manual journal entries, and identified the greatest potential for fraud as incorrect recognition of revenue and management override using manual journal entries.
We have obtained an understanding of the legal and regulatory frameworks that the Company operated 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 have considered in this context include UK Companies Act, FRS 102 and UK tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which, may be fundamental to the Company's ability to operate or to avoid a material penalty. These included data protection regulations, occupational health and safety regulations, and employment legislation.
Our procedures for parent and subsidiaries, as was considered appropriate, was as follows:
∙reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue;
∙enquiring of Directors and management concerning actual and potential litigation and claims;
∙performing procedures to confirm material compliance with the requirements of the above regulations;
∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
∙reading minutes of director meetings; and
∙in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; and assessing whether the judgements made in making accounting estimates are indicative of a potential bias.
We also communicated relevant identified laws and regulations and potential fraud risks to all enagement team
members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout
the audit.
members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout
the audit.
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SUSTAINABLE TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SUSTAINABLE TOPCO LIMITED (CONTINUED)
Our audit procedures were designed to respond to risks of material misstatement in the financial statements,
recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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.
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 Auditors' 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 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
Brook House
Winslade Park
Manor Drive
Exeter
EX5 1GD
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SUSTAINABLE TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2025
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SUSTAINABLE TOPCO LIMITED
REGISTERED NUMBER:13164898
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 35 form part of these financial statements.
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SUSTAINABLE TOPCO LIMITED
REGISTERED NUMBER:13164898
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 35 form part of these financial statements.
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