REGISTERED NUMBER: 03176598 (England)

for

Page

Company Information  

1

Group Strategic Report  

2

Report of the Directors  

4

Report of the Independent Auditors  

6

Consolidated Income Statement  

9

Consolidated Other Comprehensive Income  

10

Consolidated Statement of Financial Position  

11

Company Statement of Financial Position  

12

Consolidated Statement of Changes in Equity  

13

Company Statement of Changes in Equity  

14

Consolidated Statement of Cash Flows  

15

Notes to the Consolidated Statement of Cash Flows

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

A Grapin

Sir N M Carrington

S A N Tomlinson

J D Dixon

R McBain

SECRETARY:

Ms S J Pratt

REGISTERED OFFICE:

Parklife House

133 Deodar Road

London

SW15 2NU

REGISTERED NUMBER:

03176598 (England)

AUDITORS:

BKL Audit LLP

Chartered Accountants and Statutory Auditor

5 Fleet Place

London

EC4M 7RD

The Directors present their strategic report of the company and the group for the year ended 31 May 2025.

REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS

The year under review was the group and company's fourth full year of employee ownership.

Turnover (excluding amounts recharged to clients in respect of merchandise procured / sold) increased year on year by 11%m from £25.5m to £28.2m, and operating profit increased year on year by 34.1% from £4.61m to £6.18m. The Group's net asset position continued to strengthen during the year, providing an improving financial base to support ongoing operations. The improvement in operating performance during the year was driven primarily by an increase in revenue generated. New business enquiries and conversion of those enquiries both during and subsequent to the year end continue at an encouraging level.

As in previous years, the directors would like to thank all the loyal, dedicated and highly skilled employees for their efforts during the year. These results are a testament to their talent and achievements. The company will continue its longstanding and successful strategy of investment in new technology and recruitment of the most talented designers and technical experts.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal business risks during the period under review were the geo-political instabilities around the globe and the environment for business within the UK.

The more inherent risks facing the group and company remain as follows:

- The business operates within the luxury sector which is reliant on discretionary spend. Accordingly, whimsical changes can adversely influence trading performance.

- The business trades with a relatively limited number of high net-worth clients, based in geo-political regions of varying degrees of stability.

- The business is reliant on attracting and retaining the best design team possible to meet and ultimately exceed the expectations of its clients.

- The business is operationally geared as a relatively high proportion of its cost base is fixed. Accordingly, percentage fluctuations in revenue can cause a more material percentage fluctuation in operating profitability.

FINANCIAL RISK

The group and company seeks to manage liquidity, credit, and cash flow risk primarily through seeking payment in advance of undertaking work.  The Directors review and agree policies for managing this risk. The policies have remained unchanged from previous periods.

MATTERS OF STRATEGIC IMPORTANCE

The directors have established that managing the principal risks and financial risks identified above is the key to minimising any threat to the continued financial wellbeing and stability of the group and company.

The directors seek to minimise financial risk through the maintenance of a system of internal controls, sourcing products from the most appropriate suppliers and maintaining close relationships with customers.  The directors are responsible for the group and company's system of internal control and for evaluating its effectiveness. Such a system is designed to manage, rather than eliminate, the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.  Key elements of the group and company's system of internal controls include a risk register, a comprehensive annual budgeting process, monthly management accounts and meetings to discuss and review those accounts, and the production of project and other ad hoc reports for the directors and senior management.

KEY PERFORMANCE INDICATORS

The group and company monitors a number of key performance indicators. These encompass (inter alia):

- Level of reliance on key customers or projects - the business seeks to avoid being overly reliant on either a specific customer or a specific project, and actively monitors its exposure in this regard. During the year ended 31 May 2025, key customer dependence increased slightly, and largest project revenue increased to 23% (FY24: 16%). Revenue of more than £10k emanated from 61 projects in the year ended 31 May 2025 (2024: 65).

- Spread of business by design sector - during the financial year, the revenue generated by the larger studio increased somewhat to 58% (2024: 54%) of the group's total revenue.

- Future pipeline - based on the level of confirmed projects, indications are that the financial year ended 31 May 2026 will see a solid trading year for the  group.

- Financial ratios governing revenue and profit per employee - both of these statistics improved year on year.

- Sustainability - the group has further developed its sustainability charter. An external consultant has been engaged and carbon footprint measured, which encompasses owned and controlled emissions and, most significantly, the supply chain. The business is aiming to be carbon neutral by 2050

The statutory turnover reflects both fee income and amounts recharged to clients in respect of merchandise procured / sold.  Where applicable, the KPIs are measured with reference to design fees and royalty and licencing income, as disclosed in note 3.

FUTURE DEVELOPMENTS

No changes to business activity are proposed.

ON BEHALF OF THE BOARD:

R McBain - Director

23 April 2026

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

PRINCIPAL ACTIVITY

DIVIDENDS

A dividend of £4,439,878 was paid in the year ended 31 May 2025. (2024 £2,737,941).

RESEARCH AND DEVELOPMENT

The design teams at the group and company take a holistic approach, applying technical ingenuity to deliver innovative solutions that push the boundaries of knowledge in the industry. Unlike many other specialists, the company does not promote a 'house style', which results in significant differences in the approach required to achieve the objectives of any project. Furthermore, in collaboration with regulatory bodies, the company delivers pioneering projects that possess technical unknowns due to the highly non-standard specifications, that are achieved to the highest design and technical quality standards.

DIRECTORS

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

Aino-Leena Grapin

Jim David Dixon

Simon Alexander Tomlinson

Sir Nigel Martyn Carrington

Following the sale of the company to Winch Trustee Ltd, none of the Directors hold shares in the company.

Each of Aino-Leena Grapin, Jim Dixon and Simon Tomlinson holds options to subscribe for 14,778 A Ordinary shares in the company, subject to certain criteria being satisfied. Sir Nigel Carrington holds options to subscribe for 1,806 A ordinary shares in the company. On 1 October 2025 Rob McBain was issued with options over 3,118 A Ordinary shares.

Directors and officers liability insurance is in place for all directors.

R McBain was appointed as a director on 11 January 2025.

J M Mitchell resigned as director on 11 January 2025.

DONATIONS

In the year under review the group made charitable donations of £87,602 (2024 - £97,361).

EMPLOYEE INVOLVEMENT AND DISABLED PERSONS

The group's policy is to consult and discuss with employees regarding matters likely to affect employees' interests.

The group will employ disabled persons when they appear to be suitable for a particular vacancy and every effort is made to ensure that they are given full and fair consideration when such vacancies arise.

GOING CONCERN

The financial statements have been prepared on a going concern basis. In assessing the appropriateness of the going concern basis, the Directors have taken account of all relevant information covering a period of at least twelve months from the date of approval of the financial statements.  After reviewing the group and company's forecasts and projections, the Directors have an expectation that the group and company has adequate resources to continue trading for the foreseeable future, and at least a period of twelve months from the date of signing the accounts.

DISCLOSURE IN THE STRATEGIC REPORT

The group and company have chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' report. It has done so in respect of future developments.

DIRECTORS' RESPONSIBILITIES STATEMENT

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

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

-

select suitable accounting policies and then apply them consistently;

-

make judgements and accounting estimates that are reasonable and prudent;

-

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

BKL Audit LLP have indicated their willingness to continue in office.

ON BEHALF OF THE BOARD:

R McBain - Director

23 April 2026

Opinion

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 group and parent 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 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 has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

Responsibilities of directors

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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 extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Capability of the audit detecting irregularities, including fraud

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to the failure to comply with tax regulations, health and safety regulations, anti-bribery and anti-corruption laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries and management bias in accounting estimates. Audit procedures performed by the auditors included:

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

-  Identifying and testing manual journal entries, in particular any journal entries posted with unclear rationale. We performed journal entry testing by specific risk criteria, with a focus on journals indicating large or unusual transactions based on our understanding of the business;

-  Assessing managements' significant judgements and estimates in particular to those relating to the revenue recognition; and

-  Reviewing legal correspondence and other supporting documentation including board meeting minutes.

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

Use of our report

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

Katherine Rose FCCA (Senior Statutory Auditor)

for and on behalf of BKL Audit LLP

Chartered Accountants and Statutory Auditor

5 Fleet Place

London

EC4M 7RD

23 April 2026

TURNOVER

3

43,162,478

36,296,033

Cost of sales

14,875,682

12,343,281

GROSS PROFIT

28,286,796

23,952,752

Administrative expenses

22,110,127

19,345,035

OPERATING PROFIT

5

6,176,669

4,607,717

Interest receivable and similar income

6

855,529

446,854

7,032,198

5,054,571

Interest payable and similar expenses

7

162

1,799

PROFIT BEFORE TAXATION

7,032,036

5,052,772

Tax on profit

8

1,495,930

430,075

PROFIT FOR THE FINANCIAL YEAR

5,536,106

4,622,697

Profit attributable to:

Owners of the parent

5,536,106

4,622,697

PROFIT FOR THE YEAR

5,536,106

4,622,697

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME

FOR THE YEAR

5,536,106

4,622,697

Total comprehensive income attributable to:

Owners of the parent

5,536,106

4,622,697

FIXED ASSETS

Tangible assets

11

3,180,322

2,690,590

Investments

12

-

-

3,180,322

2,690,590

CURRENT ASSETS

Stocks

13

64,491

609,227

Debtors

14

5,577,968

9,383,986

Investments

15

17,120,395

12,321,925

Cash at bank and in hand

1,278,236

7,162,158

24,041,090

29,477,296

CREDITORS

Amounts falling due within one year

16

18,435,719

26,361,705

NET CURRENT ASSETS

5,605,371

3,115,591

TOTAL ASSETS LESS CURRENT

LIABILITIES

8,785,693

5,806,181

CREDITORS

Amounts falling due after more than one

year

17

6,195,696

5,007,525

PROVISIONS FOR LIABILITIES

19

1,001,970

640,912

NET ASSETS

1,588,027

157,744

CAPITAL AND RESERVES

Called up share capital

20

230

230

Share premium

21

1,282,463

1,282,463

Other reserves

21

1,203,240

869,185

Retained earnings

21

(897,906

)

(1,994,134

)

SHAREHOLDERS' FUNDS

1,588,027

157,744

The financial statements were approved by the Board of Directors and authorised for issue on 23 April 2026 and were signed on its behalf by:

R McBain - Director

FIXED ASSETS

Tangible assets

11

-

-

Investments

12

57,000,000

50,100,000

57,000,000

50,100,000

CURRENT ASSETS

Cash at bank

1,036

1,000

CREDITORS

Amounts falling due within one year

16

6,240,806

7,300,919

NET CURRENT LIABILITIES

(6,239,770

)

(7,299,919

)

TOTAL ASSETS LESS CURRENT

LIABILITIES

50,760,230

42,800,081

CAPITAL AND RESERVES

Called up share capital

20

230

230

Share premium

21

1,282,463

1,282,463

Other reserves

21

1,203,240

869,185

Retained earnings

21

48,274,297

40,648,203

SHAREHOLDERS' FUNDS

50,760,230

42,800,081

Company's profit for the financial year

12,065,972

7,369,432

The financial statements were approved by the Board of Directors and authorised for issue on 23 April 2026 and were signed on its behalf by:

R McBain - Director

Called up

share

Retained

Share

Other

Total

capital

earnings

premium

reserves

equity

£   

£   

£   

£   

£   

Balance at 1 June 2023

230

(3,878,890

)

1,282,463

538,616

(2,057,581

)

Changes in equity

Dividends

-

(2,737,941

)

-

-

(2,737,941

)

Total comprehensive income

-

4,622,697

-

-

4,622,697

Capital contribution

-

-

-

330,569

330,569

Balance at 31 May 2024

230

(1,994,134

)

1,282,463

869,185

157,744

Changes in equity

Dividends

-

(4,439,878

)

-

-

(4,439,878

)

Total comprehensive income

-

5,536,106

-

-

5,536,106

Capital contribution

-

-

-

334,055

334,055

Balance at 31 May 2025

230

(897,906

)

1,282,463

1,203,240

1,588,027

Called up

share

Retained

Share

Other

Total

capital

earnings

premium

reserves

equity

£   

£   

£   

£   

£   

Balance at 1 June 2023

230

36,016,712

1,282,463

538,616

37,838,021

Changes in equity

Dividends

-

(2,737,941

)

-

-

(2,737,941

)

Total comprehensive income

-

7,369,432

-

-

7,369,432

Capital contribution

-

-

-

330,569

330,569

Balance at 31 May 2024

230

40,648,203

1,282,463

869,185

42,800,081

Changes in equity

Dividends

-

(4,439,878

)

-

-

(4,439,878

)

Total comprehensive income

-

12,065,972

-

-

12,065,972