REGISTERED NUMBER: 04458593 (England and Wales)

Report of the Director and

Financial Statements for the Year Ended 31 December 2025

for

J. Lindeberg Limited

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

3

Income Statement

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTOR:

D J Todd

REGISTERED OFFICE:

Second Floor, Kirkland House

11-15 Peterborough Road

Harrow

Middlesex

HA1 2AX

REGISTERED NUMBER:

04458593 (England and Wales)

AUDITORS:

Grant Harrod Lerman Davis LLP

Chartered Accountants

Statutory Auditors

Second Floor, Kirkland House

11-15 Peterborough Road

Harrow

Middlesex

HA1 2AX

The director presents his report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of distribution of clothing to trade.

DIRECTORS

D J Todd was appointed as a director after 31 December 2025 but prior to the date of this report.

H C Meyer and G H Wacker ceased to be directors after 31 December 2025 but prior to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Grant Harrod Lerman Davis LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

D J Todd - Director

26 May 2026

Opinion

We have audited the financial statements of J. Lindeberg Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 31 December 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 Auditors' 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 the provisions available for small entities, in the circumstances set out in note eleven to the financial statements, 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or

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

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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 a Report of the Auditors 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:

We have considered the nature of the company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations.

We also enquired of management about their own identification and assessment of the risks of irregularities.

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company which would be contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with the UK's Companies Act regulations and tax legislation.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We focused on laws and regulations that could give rise to a material misstatement in the company financial statements.

Our tests included, but were not limited to:

- Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations discussed above;

- Enquiries of management;

- Reading minutes of meetings of the Board;

- In addressing the risk of fraud though management override of controls, testing the appropriateness of a sample of journal entries and other adjustments; and

- Assessing whether the judgements made in making accounting estimates are indicative of a potential bias;

- Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We did not identify any key audit matters relating to irregularities, including any fraud

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.

Jonathan Grant (Senior Statutory Auditor)

for and on behalf of Grant Harrod Lerman Davis LLP

Chartered Accountants

Statutory Auditors

Second Floor, Kirkland House

11-15 Peterborough Road

Harrow

Middlesex

HA1 2AX

26 May 2026

TURNOVER

10,645,015

9,035,932

Cost of sales

(7,102,880

)

(5,451,002

)

GROSS PROFIT

3,542,135

3,584,930

Distribution costs

(22,677

)

(22,074

)

Administrative expenses

(2,997,764

)

(3,122,877

)

521,694

439,979

Other operating income

718

-

OPERATING PROFIT

4

522,412

439,979

Interest receivable and similar income

30,503

-

552,915

439,979

Interest payable and similar expenses

-

(678

)

PROFIT BEFORE TAXATION

552,915

439,301

Tax on profit

-

-

PROFIT FOR THE FINANCIAL YEAR

552,915

439,301

FIXED ASSETS

Tangible assets

5

594,089

601,156

CURRENT ASSETS

Debtors

6

1,186,780

921,887

Cash at bank

1,046,590

491,209

2,233,370

1,413,096

CREDITORS

Amounts falling due within one year

7

(1,529,833

)

(1,269,541

)

NET CURRENT ASSETS

703,537

143,555

TOTAL ASSETS LESS CURRENT LIABILITIES

1,297,626

744,711

CAPITAL AND RESERVES

Called up share capital

1,000

1,000

Share premium

339,761

339,761

Other reserves

1,512,131

1,512,131

Retained earnings

(555,266

)

(1,108,181

)

SHAREHOLDERS' FUNDS

1,297,626

744,711

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 26 May 2026 and were signed by:

D J Todd - Director

Called up

share

Retained

Share

Other

Total

capital

earnings

premium

reserves

equity

£

£

£

£

£

Balance at 1 January 2024

1,000

(1,547,482

)

339,761

1,512,131

305,410

Changes in equity

Total comprehensive income

-

439,301

-

-

439,301

Balance at 31 December 2024

1,000

(1,108,181

)

339,761

1,512,131

744,711

Changes in equity

Total comprehensive income

-

552,915

-

-

552,915

Balance at 31 December 2025

1,000

(555,266

)

339,761

1,512,131

1,297,626

1.	STATUTORY INFORMATION

J. Lindeberg Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

At the balance sheet date and at the time of signing these accounts, the directors have a reasonable expectation that the company has adequate resources to continue to trade for a period of at least 12 months from the date of signing these accounts.

The directors have reviewed their financial forecasts and they show that the company has sufficient funding available to it during the foreseeable future. Consideration has been given to the risks and uncertainties that the company faces, including those arising from the effects of the Russia-Ukraine war and the current cost of living crisis. The directors are confident that the company have sufficient resources available to deal with their financial impact.

Accordingly, the directors believe it appropriate to continue preparing the accounts on a going concern basis.

Critical accounting judgements and key sources of estimation uncertainty

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 company does not have any key sources of estimation uncertainty in the reporting period that may have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities withing the next financial year.

Turnover

Turnover comprises the value of external sales, net of trade discounts, rebates and returns, excluding sales related taxes.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied, net of returns, discounts and rebates allowed by the company and value added taxes. The company bases its estimate of returns on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

The company sells a range fashion, sportswear clothing and accessory products. The company recognises revenue when the significant risks and rewards of ownership have been transferred.

Sale of goods - wholesale

Sales of goods are recognised on dispatch to the wholesaler, when the wholesaler has full discretion over the channel under the provision of contract. Goods sold to wholesalers are often sold with the provision for volume rebates, sale or return basis and return of faulty goods. Sales are measured at the prices specified in the sales contract, net of estimated volume rebates and returns. Accumulated experience is used to estimate and provide for the discounts and returns. Provisions are made for credit notes based on the expected level of returns, which is based on the historical experience of returns.

Sale of goods - internet-based transactions & retail

The company sells goods via its website for delivery to the customer. Revenue is recognised when the risks and rewards of the inventory are passed to the customer on dispatch of goods or otherwise in accordance with shipping terms, where this varies.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

33% on cost and 20% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 9 (2024 - 9 ) .

4.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Depreciation - owned assets

157,898

17,767

5.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

Plant and

and

property

machinery

fittings

Totals

£

£

£

£

COST

At 1 January 2025

157,507

36,620

613,717

807,844

Additions

-

-

150,831

150,831

At 31 December 2025

157,507

36,620

764,548

958,675

DEPRECIATION

At 1 January 2025

154,116

36,620

15,952

206,688

Charge for year

3,391

-

154,507

157,898

At 31 December 2025

157,507

36,620

170,459

364,586

NET BOOK VALUE

At 31 December 2025

-

-

594,089

594,089

At 31 December 2024

3,391

-

597,765

601,156

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

900,959

749,132

Other debtors

285,821

172,755

1,186,780

921,887

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

135,544

(21,327

)

Amounts owed to group undertakings

1,012,950

983,072

Taxation and social security

337,470

284,145

Other creditors

43,869

23,651

1,529,833

1,269,541

8.	CONTINGENT LIABILITIES

The company has no contingent liabilities.

9.	OTHER FINANCIAL COMMITMENTS

At 31 December 2025 the company had annual commitments under non-cancellable operating leases expiring as follows:

Land and buildings

2025

2024

£

£

Operating leases which expire

more than five years

1,413,600

-

Within two to five years

1,232,544

109,998

Within a year

217,785

91,667

10.	RELATED PARTY DISCLOSURES

During the year, £6,341,838 of intercompany purchases were made from J Lindeberg AB.

During the year, £1,226,964 commission paid to J. Lindeberg AB.

As of 31 December 2025, the creditors include an amount owed to J. Lindeberg AB of £1,012,950 (2024: owed £983,072).

11.	FRC ETHICAL STANDARD - PROVISIONS AVAILABLE FOR SMALL ENTITIES

In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.

12.	ULTIMATE CONTROLLING PARTY

J. Lindeberg AB, an undertaking incorporated in Sweden, acquired the whole of the company's issued share capital on June 30, 2007.

J. Lindeberg AB prepares group financial statements and copies can be obtained from J. Lindeberg AB, Stadsgårdhamnen 24, Stockholm, 116 45, Sweden.