Company registration number: 13822309
COMPANY INFORMATION
CONTENTS
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2025
The principal activity of the Group and company during this past financial year continued to be that of specialist manufacturers, importers and distributors of fine traditional and contemporary lighting, primarily across the UK, Europe, Australasia, USA, and the Middle East.
The Group maintains its reputation for excellence by excelling in crafting its brand and collaborating with strategic US / North American partners. It offers distinctive designs and premium-quality products tailored for sophisticated retailers and designers, all while ensuring fair value for end users. Throughout 2025 the Group has made continuous investments in the European sales team to drive growth by securing new clients and nurturing relationships with larger global customer groups. We anticipate positive momentum to persist as we expand into new markets and deepen our presence in existing ones.
The 2025 financial year shows record sales for the Group, despite less than ideal trading conditions, and has been a successful period of strategic progress and investment. Key achievements during the year included:
The Group maintains its reputation for excellence by excelling in crafting its brand and collaborating with strategic US / North American partners. It offers distinctive designs and premium-quality products tailored for sophisticated retailers and designers, all while ensuring fair value for end users. Throughout 2025 the Group has made continuous investments in the European sales team to drive growth by securing new clients and nurturing relationships with larger global customer groups. We anticipate positive momentum to persist as we expand into new markets and deepen our presence in existing ones.
The 2025 financial year shows record sales for the Group, despite less than ideal trading conditions, and has been a successful period of strategic progress and investment. Key achievements during the year included:
∙Product Development and Brand Expansion
The Group made significant investments in expanding its product offering, with the introduction of four new partner brands. This development forms part of the Group’s wider strategy to diversify its portfolio and meet evolving customer demand. The new product ranges include a move into the luxury segment, enhancing the Group’s positioning and appeal to premium markets.
The Group made significant investments in expanding its product offering, with the introduction of four new partner brands. This development forms part of the Group’s wider strategy to diversify its portfolio and meet evolving customer demand. The new product ranges include a move into the luxury segment, enhancing the Group’s positioning and appeal to premium markets.
∙Retail and Channel Growth
The Group started preparation to further grow its distribution footprint through new partnerships with Currey & Company and Arteriors, both highly regarded USA luxury brands, increasing market reach and enabling access to broader customer segments both in the UK and internationally.
The Group started preparation to further grow its distribution footprint through new partnerships with Currey & Company and Arteriors, both highly regarded USA luxury brands, increasing market reach and enabling access to broader customer segments both in the UK and internationally.
These strategic initiatives are expected to contribute positively to revenue and margin growth in future periods.
The management of the business and the execution of the Group's strategy are subject to a number of risks. The principal risks and uncertainties faced by the Group are operational risk, reputational risk, and product warranty risk. To a lesser extent the Group also faces credit and liquidity risk.
Operational risk is managed and mitigated through the maintenance of appropriate systems, processes and controls, and training of staff, to maintain the quality of the production. Operational risk is further mitigated by public liability insurance as well as the continued accreditation to ISO 9001. The Group continues to have UL approval for the factory, meaning the compliance in the UK factory to make products for the USA market.
Credit risk is managed by ensuring the credit worthiness of clients and institutions where cash is deposited. No single customer is more than 10% of total revenues, so our risk to a single entity and its effect are minimal.
Liquidity risk is mitigated by daily monitoring of cash requirements to ensure sufficient cash reserves are in place to meet actual and forecast requirements of the company. With a wider number of operations, we receive daily cash positions to mitigate any undue cash-flow pressure.
As with any business that provides a product, product warranty, and the public perception of the quality of the product, is a risk. By maintaining high-quality production practices, the product warranty risk is greatly reduced. Over 25% of all employees are engaged in the quality management and control of our product.
Having a supply channel that is both UK and mainland EU based further mitigates the risks of events such as Brexit and changes to trading relationships across Europe. The management of the business has reacted to the uncertainty in the far east manufacturing market by increasing stock holdings which naturally has had an impact on working capital. However, it is felt that by increasing stocks this will position the company to be successful in fulfilling orders in the coming financial year.
As with any business that provides a product, product warranty, and the public perception of the quality of the product, is a risk. By maintaining high-quality production practices, the product warranty risk is greatly reduced. Over 25% of all employees are engaged in the quality management and control of our product.
Having a supply channel that is both UK and mainland EU based further mitigates the risks of events such as Brexit and changes to trading relationships across Europe. The management of the business has reacted to the uncertainty in the far east manufacturing market by increasing stock holdings which naturally has had an impact on working capital. However, it is felt that by increasing stocks this will position the company to be successful in fulfilling orders in the coming financial year.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
The Group monitors its performance against strategic objectives by means of key performance indicators. The main KPIs the Group uses are orientated around gross profit margin and turnover. It is clear that as we drive sales forward from existing facilities we can see significant improvements to gross profit margins.
These are summarised below:
These are summarised below:
The Group allocates substantial resources to research and development, not only to enhance the quality and reliability of our products but also to innovate and develop new offerings. The percentage of R&D versus sales is increasing as we increase energy on product development.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2025
The directors present their report and the financial statements for the year ended 31 July 2025.
The directors who served during the year were:
The profit for the year, after taxation, amounted to £556,785 (2024 - £912,870).
A dividend of £42,458 was declared and paid during the year (2024 - £37,866).
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the Group's Strategic Report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. This includes information that would have been included in the business review and the principal risks and uncertainties.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
There have been no significant events affecting the Group since the year end.
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELSTEAD GROUP HOLDINGS LTD
We have audited the financial statements of Elstead Group Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 July 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELSTEAD GROUP HOLDINGS LTD (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELSTEAD GROUP HOLDINGS LTD (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:
∙The Companies Act 2006;
∙Financial Reporting Standard 102;
∙UK employment legislation;
∙UK health and safety legislation; and
∙General Data Protection Regulations.
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
∙We understood how the Group are complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.
∙The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
∙We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
°Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud;
°Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
°Challenging assumptions and judgments made by management in its significant accounting estimates; and
°Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
°Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount;
°Timing of revenue recognition; and
°The parameters used during the calculation of the stock provision and the application of this accounting policy.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELSTEAD GROUP HOLDINGS LTD (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
Midas House
62 Goldsworth Road
Surrey
GU21 6LQ
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2025
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 34 form part of these financial statements.
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COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 34 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2025
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CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
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CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
Elstead Group Holdings Ltd is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006, and registered in England and Wales. The registered office and principal place of activity can be found on the Company Information page.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Subsidiary audit exemption
Two subsidiary companies: Elstead Group Limited (registration number: 03821753) and EG2Home Limited (registration number: 11553053) are exempt pursuant to section 479A of the Companies Act 2006 from requirements of the UK Companies Act 2006 relating to audit of individual accounts if the following requirement are met:
Two subsidiary companies: Elstead Group Limited (registration number: 03821753) and EG2Home Limited (registration number: 11553053) are exempt pursuant to section 479A of the Companies Act 2006 from requirements of the UK Companies Act 2006 relating to audit of individual accounts if the following requirement are met:
∙The legal representations of Elstead Group Limited and EG2Home Limited have agreed to the exemption in respect of the period ending 31 July 2025.
∙Elstead Group Holdings Ltd has given guarantee regarding the liabilities of Elstead Group Limited and EG2Home Limited.
∙Elstead Group Limited and EG2Home Limited are included in the consolidated accounts of Elstead Group Holdings Ltd drawn up as at 31 July 2025 in accordance with the provisions of the Companies Act 2006.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
Goodwill
Other intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
12.Taxation (continued)
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £Nil (2024 - £5,037,866 ).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
Share premium account
Foreign exchange reserve
Merger Reserve
Profit and loss account
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £113,269 (2024 - £166,364). Contributions totalling £45,842 (2024 - £44,046) were payable to the fund at the reporting date and are included in creditors.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
The company was under the control of Mr J. C. Lucas throughout the current and previous year, by virtue of being majority shareholder.
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