The directors present the strategic report for the year ended 30 June 2025.

The principal activity of the company continues to be that of retailing furniture, carpets, soft furnishings, gifts and accessories and Caffe Bar through our main store and online

The Directors report that demand in the 2025 fiscal year weakened, along with the wider market, however a 5% increase in operating margin and tight control of overheads meant that the business returned to profitability – which is a pleasing result for the efforts incurred . Year on year turnover decreased by 6% (£850k). The Earnings Before Interest Tax Depreciation and Amortisation (EBITDA) for the year was a profit of £50,016 (2024 restated, loss of £341,593). The actuarial loss on the Defined Benefit Pension Scheme totalled £486,000 (gain of £134,000 in 2024) and the Company ended the year with net assets totalling £702,084 (2024 restated: £789,835). Although the Defined Benefit Pension Scheme has seen an actuarial loss, the latest triennial review was completed, and the business has visibility until at least 2027.

Whilst trading was challenging in both the FY25 and FY24 the business has risen to the challenge and through detailed strategic and financial planning the business took the brave, but conscious, decision to shift its focus, to not only mitigate the trading environment, but to also enable the revitalisation of the brand’s visibility and appeal. Significant steps forward have been made as follows:

• Gross margin has improved and, with the acceleration of the launch of Arighi Bianchi own-brand furniture, it is expected it will continue to improve

• The refreshed approach to communications, social media, and in-store experience is yielding a strong uplift in engagement, footfall, and brand sentiment

• A comprehensive operational review has identified opportunities to streamline efficiencies, improve gross margin, and refine our omnichannel retail strategy

• Uneconomic assets have been identified and sold

• Key stakeholders remained, and continue to remain, supportive of the business and its strategy

• Skill gaps were identified and the senior management team bolstered, chiefly in sales and operations

The adherence to the strategy means the business is well placed to further:

• Strengthen Market Presence & Consumer Engagement

• Expand Strategic Partnerships

• Optimise Commercial Performance

• Invest in Local Impact & Community Engagement

• Reinforce Sustainability Commitment

Focus is firmly fixed on profitable, sustainable growth, ensuring proactive adaptions to market conditions while maintaining the highest standards of customer service. The 25/26 financial year has continued the upwards trends with the Directors pleased with the outcome to date.

The Company has considered the principal risks and uncertainties to which it is exposed, and risk management remains a high priority for the Company. Day-to-day involvement of the Directors and a bolstered senior management team ensures that business risks are quickly identified and mitigated by action of effective policies and procedures.

Economic and market conditions have been challenging and are expected to remain so. There continues to be uncertainty surrounding the global economy; consumer confidence and discretionary spending continued to be impacted due to increases in the cost of living. Stickier than expected levels of inflation combined with significant changes to the political landscape continue to maintain higher cost of living levels. As such, the Company retains a keen focus on further improving gross margin and appropriately adjusting variable costs.

Future reduction in inflation may result in a higher net defined benefit pension scheme liability being reported in future years, however the Company has been working proactively with its Pension Trustee and changed its investment strategy. This has made positive steps towards self-sufficiency sooner than previously expected.

Environmental Matters

At Arighi Bianchi, sustainability is at the heart of everything. The Company believes in crafting beautiful, lasting furniture that not only transforms your home but also contributes to a more sustainable future. Focus is retained on three key areas—our environment, community, and brands—to ensure that sustainability is ingrained in operations, products, and culture.

Minimising Footprint

The Company is dedicated to minimising its environmental impact at every stage, from sourcing raw materials to product delivery. Our partners use energy-efficient systems, sustainable resources, and recycling solutions to reduce CO₂ emissions and waste. Many of the Company’s brands and manufacturers are carbon-neutral, using locally sourced, sustainable materials to reduce transportation emissions. The Company is committed to providing you with eco-friendly choices that contribute to a greener planet.

Ethical Practices for a Sustainable Future

The Company collaborates with brands and manufacturers that share the vision for a more sustainable world. From sourcing timber responsibly and sustainably to producing furniture that lasts a lifetime, the Company’s supply partners are leading the charge in sustainable practices such as recycled materials , FSC-certified wood, and CO2-neutral production methods. Through these long-lasting relationships, the Company ensures that product offering aligns with your values of sustainability.

Staff education

Ongoing education of all members of staff ensures that environmental policies are implemented at every level of our organisation. All employees are well aware of the role they can play in helping us achieve our environmental goals and are encouraged to find new ways of making the Company more sustainable.

Customer satisfaction

Delivering excellent Customer Service is the Company DNA. All staff take great pride in building real relationships with customers and take the necessary time to provide an excellent service. The Company regularly monitors customer satisfaction in terms of sales using customer feedback forms.

Non-financial key performance indicators

The key non financial indicators monitored by the business include those which measure customer satisfaction, supplier performance, sales performance, staff matters and environmental matters across the business. The directors review these KPIs on a regular basis with the objective of improving overall customer service and financial performance.

Financial key performance indicators

The Directors consider the key financial performance indictors to be as follows:

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 June 2025.

The results for the year are set out on page 10.

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

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

Sage & Company Business Advisors Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

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; and

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

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

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.

Future developments

The Company will continue to develop its strategy as explained in the Strategic Report.

Looking ahead, we continue to drive strategic priorities and expect to see further progress in gross margin and improvements in the working capital cycle through targeted operational efficiency programmes. We will make further progress in engagement, footfall and brand sentiment through market leading campaigns, strategic alliances, refreshed communications, social media, and in-store experience.

This progress is possible due to the commitment of the Board, the continued investment in bolstering our senior management team and the continuing support of our key stakeholders such as NatWest Bank, our Pension Trustee, our Directors SiPP and other group companies.

Financial Instruments

The Company’s operations expose it to a variety of financial risks that include the effects of changes to credit risk, liquidity risk and foreign exchange risk. The Company has a risk management programme that seeks to limit the adverse effectives on the financial performance of the Company by actively monitoring cash and related finance costs. The Company has implemented policies that require appropriate credit checks and full payment before goods are delivered to customers. Further, the Company undertakes financial due diligence of its supply partners and the Company continues to offer high quality to term payment records.

Engagement with employees

Employees are encouraged to discuss with management any matters of concern and factors affecting the Company. Employees are kept informed of company progress and developments through team briefings and emails.

Disabled employees

The Company gives full consideration to applications for employment from disabled persons where the candidate's skills are consistent with the requirements of the job. Opportunities are available to disabled employees for training, career development and promotion.

Where existing employees become disabled, it is the Company's policy to provide continuing employment wherever practical in the same, or an alternative, position.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Going Concern

The financial statements have been prepared on a going concern basis. The following paragraphs set out the basis of which the directors have reached their conclusion.

The Company has net assets of £702,084 (2024 restated: £789,835).

The Defined Benefit Pension scheme liability is £2,057,000 (2024: £1,463,000) and whilst the liability has increased the business has visibility until at least 2027 following the triennial review.

The quality of strategic and financial planning noted in the business review has resulted in a strengthening of gross margin, improved efficiency of the estate through the sale of uneconomic assets and the consolidation of operational activities, removal of unnecessary overhead costs and continued support from key stakeholders.

Directors have prepared detailed, conservative, forecasts which cover the period through to June 2027 and which indicate that the Company will be able to meet its liabilities as they fall due assuming that current facilities remain in place. The current facilities are available for the foreseeable future, subject to regular reviews.

The Directors therefore believe it is appropriate to prepare the accounts to 30 June 2025 on a going concern basis.

We have audited the financial statements of Arighi Bianchi & Co Limited (the 'company') for the year ended 30 June 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 30 June 2025 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 year 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 directors' 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.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows;

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and employment legislation;

• we assessed the extent of compliance with the laws and regulations identified above through enquires of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance through the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquires of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and

• understanding the design of the company's remuneration policies.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation; and

• enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that rise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The notes on pages 13 to 32 form part of these financial statements.

Arighi Bianchi & Co Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Silk Road, Macclesfield, Cheshire, SK10 1LH.

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 £.

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.

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 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Arighi Bianchi Holdings Limited. These consolidated financial statements are available from its registered office, The Silk Road, Macclesfield, Cheshire, SK10 1LH.

The financial statements have been prepared on a going concern basis. This policy is based upon the continued support of the trueCompany’s Bank, it’s Defined Benefit Pension Trustee, the Directors’ SIPP and other group companies. The assumptions relating to going concern are set out in the strategic report and directors' report.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

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.

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

All intangible assets are considered to have a finite useful life. If a reliable estimate of the use cannot be made, the useful life shall not exceed ten years.

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, associates and jointly controlled entities 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. Cost is based on the cost of purchase on a first in, first out basis.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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 balance sheet 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 and cash and bank balances, 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.

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.

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 profit and loss account 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 company’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. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. 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 material 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.

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

When the company acts as a lessor, a lease is classified as a finance lease whenever it transfers substantially all the risks and rewards of ownership of the underlying asset to the lessee, either at the end of the lease term or for the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains both lease and non-lease components, the company allocates the consideration in the contract to the two elements.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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.

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Defined benefit pension plan

The Company operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age. length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.

The liability recognised in the balance sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the balance sheet date less the fair value of plan assets at the balance sheet date (if any) out of which the obligations are to be settled.

The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments (discount rate').

The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy and in accordance with the Company's policy tar similarly held assets. This includes the use of appropriate valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets. less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.

The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset. comprises:

1. the increase in net pension benefit liability arising from employee service during the period: and

2. the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a ‘finance expense’

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.

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.

The present value of the defined benefit liability depends on a number of factors that are determined on an actuarial basis using a variety of assumptions. The assumptions used in determining the net cost (income) for pensions include the discount rate. Any changes in these assumptions, which are disclosed in pension note, will impact the carrying amount of the pension liability. Furthermore a roll forward approach which projects results from the latest full actuarial valuation performed at 6 April 2024 has been used by the actuary in valuing the pension liability at 30 June 2025. Any differences between the figures derived from the roll forward approach and a full actuarial valuation would impact on the carrying amount of the pension liability.

The directors have chosen to apply a discount rate of 5.95% (2024: 5.3%) when valuing the pension scheme liability.

The whole of the turnover is attributable to the Company's principal activity.

All turnover arose within the United Kingdom.

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

Their aggregate remuneration comprised:

During the year retirement benefits were accruing to 3 directors (2024 - 3) in respect of defined contribution pension schemes.

The actual credit for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

In addition to the amount credited to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

A legal charge was registered in December 2013 in favour of National Westminster Bank PLC containing fixed and floating charge. Floating charge covers all the property or undertaking of the company.

A legal charge was registered in April 2019 in favour of National Westminster Bank PLC by way of legal mortgage all legal interest in Unit 1 Thorp House, Thorp Street, Macclesfield. Containing fixed charge and negative pledge.

A legal charge was registered in October 2021 in relation to certain land and buildings owned by the Company. The Company, with full title guarantee, charged the property by way of legal mortgage as security for the payment of all sums due and owing to the third party, Cenpac (A.I.S) Limited, from the Company, from time to time.

A legal charge was registered in October 2024 in favour of National Westminster Bank PLC containing fixed negative pledge.

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

Prepayments and accrued income

An asset-backed funding solution has been implemented by the Company to fund the Arighi Bianchi & Co. Pension Scheme. The Company has committed to paying a special contribution of £2,990,000 to the pension plan. A prepayment balance totaling £2,980,000 was accounted for at 30 June 2018 and the balance is unwinding as cash payments are made annually to the pension plan. The prepayment balance totaled £2,432,117 at 30 June 2025 (2024: £2,432,117) of which £2,297,829 is due to unwind in greater than one year.

The bank overdraft is secured by a fixed and floating charge over the Company’s assets.

Obligations under finance leases and hire purchase contracts are secured over the assets to which they relate.

The bank overdraft is secured by a fixed and floating charge over the Company's assets,

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The deferred taxation asset at the beginning of the year comprises £150,165 (liability) re accelerated capital allowances and £365,750 (asset) re retired benefit obligations. The profit or loss adjustment to deferred tax are set out above. The closing balance is a deferred tax asset of £368,106 comprises £146,144 (liability) re accelerated capital allowances and £514,250 (asset) re retired benefit obligations.

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 company operates a defined benefit scheme.

Arighi Bianchi & Co Limited operates a final salary pension plan in the UK, the Arighi Bianchi & Co Limited Pension Scheme. A full actuarial valuation was carried out as at 6 April 2024, which has been updated to 30 June 2025 by a qualified independent actuary.

Assumed life expectations on retirement at age 65:

The amounts included in the balance sheet arising from the company's obligations in respect of defined benefit plans are as follows:

The ordinary ‘A' and ‘B’ shares of £10 have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not cover any rights of redemption.

Profit and Loss Reserves includes all current and prior period profit and losses and relate to distributable reserves. Other Reserves include the revaluation reserve.

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:

The Company has taken advantage of the exemption available under FRS 102 not to disclose details of any transactions between itself and its fellow group undertakings on the basis that it is a subsidiary undertaking where 100% of the voting rights are controlled within the Group whose consolidated financial statements are publicly available.

Rent totaling £200,000 was charged by Arighi Bianchi Group SIPP during the year (2024: £200,000). Amounts totaling £116,000 were payable to Arighi Bianchi Group SIPP at 30 June 2025 (2024: £nil).

Transactions in relation to loans with Company/ Group directors and key management personnel during the year are outlined in the table below:

Dividends totalling £0 (2024 - £0) were paid in the year in respect of shares held by the company's directors.

All of the above balances are included within Other debtors and are interest free, with no set repayment terms.

The ultimate parent undertaking was Arighi Bianchi Holdings Limited due to their 100% interest in the equity share capital of the Company. Consolidated financial statements are available from Companies House, Crown Way, Cardiff, CF14 3UZ