REGISTERED NUMBER: 15827061 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST JULY 2025

FOR

DAVID AUSTIN HOLDINGS LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

13

Consolidated Balance Sheet

14

Company Balance Sheet

15

Consolidated Statement of Changes in Equity

16

Company Statement of Changes in Equity

17

Consolidated Cash Flow Statement

18

Notes to the Consolidated Cash Flow Statement

19

Notes to the Consolidated Financial Statements

20

DIRECTORS:

Miss S E Oldham

T M Smith

REGISTERED OFFICE:

Bowling Green Lane

Albrighton

Wolverhampton

WV7 3HB

REGISTERED NUMBER:

15827061 (England and Wales)

INDEPENDENT AUDITORS:

Stanton Ralph & Co Limited

Chartered Accountants

Statutory Auditor

The Old Police Station

Whitburn Street

Bridgnorth

Shropshire

WV16 4QP

The directors present their strategic report of the company and the group for the year ended 31st July 2025.

REVIEW OF BUSINESS

Turnover for the year decreased from £30,816,704 to £29,116,253 for the year ended 31 July 2025.

While unit sales in the UK continued to improve, trading in the US was adversely affected by stock availability issues. The group continues to purchase a significant proportion of its rose stock under fixed-price contracts, which require payment for both saleable and unsaleable product. As a consequence, the gross profit margin decreased to 47.37% (2024: 49.02%).

As a result of the reduction in turnover and gross margin, together with continued investment in the workforce to support the long-term development of the business, operating profit before other income decreased from £3,327,144 to £1,240,712. Stock availability issues in the US have improved for the 2026 year.

During the year the group divested its investment business following a strategic review. Investments and other assets valued at £22,945,466 were transferred via demerger to a new company outside of the group.

The directors remain confident that the group is well positioned to deliver improved financial performance in future periods.

PRINCIPAL RISKS AND UNCERTAINTIES

The group operates in competitive markets and would be adversely impacted by potential further tough economic conditions in the future. It has significant overseas sales, particularly in the USA, rendering it susceptible to adverse foreign currency movements. The directors continue to strengthen the group's branding so as to make it as resistant as possible to tough economic conditions and mitigate foreign exchange risks via the use of currency options and derivatives.

Adverse weather conditions could impact upon growing crop quality and yields within the group's supply chain. The group mitigates this risk via the use of multiple growers in various geographical locations.

SECTION 172(1) STATEMENT

The directors have acted in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole, having regard to the matters set out in section 172(1) of the Companies Act 2006.

In making decisions during the year, the directors considered the long-term consequences of its actions and the interests of the group’s key stakeholders, including employees, customers, suppliers and the wider communities in which it operates. The group’s reputation for quality, innovation and responsible business practices is fundamental to its long-term success and is taken into account when strategic and operational decisions are made.

The directors receives regular information on employee engagement, customer feedback, supplier relationships, operational performance and business risks. Through ongoing dialogue with these stakeholders, the directors seek to ensure that decisions support sustainable growth, maintain high standards of product quality and customer service, and preserve the heritage and reputation associated with the David Austin Roses brand.

The directors also have regard to the need to act fairly between members of the group and to consider the impact of the group’s operations on the environment and the wider community, whilst maintaining high standards of business conduct.

ENGAGEMENT WITH EMPLOYEES

The directors recognises that the continued success of the group depends on a skilled, motivated and engaged workforce. The group promotes open communication through regular briefings, performance reviews and employee engagement initiatives, fostering a culture aligned with its heritage, values and commitment to quality. Employee feedback is actively encouraged and considered in operational and strategic decision-making, ensuring that colleagues remain closely connected to the Group’s objectives and long-term success.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The group places significant importance on maintaining strong and collaborative relationships with its customers, suppliers and other stakeholders, many of whom are long-standing partners. Engagement is achieved through ongoing dialogue, customer service interactions, trade events and close collaboration with growers and distributors. Feedback from these stakeholders informs product development, quality standards and service delivery, supporting the group’s reputation for excellence and its sustainable growth.

STREAMLINED ENERGY AND CARBON REPORTING

Greenhouse gas emissions, energy consumption and energy efficiency

The company is required to report its annual energy consumption and greenhouse gas emissions under the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

Comparative information has not been presented as this is the company’s first financial year in which it has been required to report under the Streamlined Energy and Carbon Reporting requirements.

2025

kWh

Electricity consumption

1,476,913

Fuel consumed in production vehicles and machinery

164,860

Fuel consumed in company vehicles

397,908

Total UK energy consumption

1,641,773

tCO2e

Scope 2 emissions - purchased electricity, location-based

261.41

Scope 1 emissions - production vehicles and machinery fuel

42.79

Scope 1 emissions - company vehicles

92.24

Total gross emissions

396.44

Group turnover

£29,116,253

Intensity ratio - tCO2e per £1 million of turnover

13.62

Methodology

Energy consumption has been calculated using information obtained from utility invoices, meter readings and fuel records. Greenhouse gas emissions have been calculated using the UK Government greenhouse gas conversion factors applicable to the reporting period.

The reported figures include UK electricity and fuel consumed in the company’s operations and fuel used for business journeys in company cars and employee-owned or hire vehicles where the company is responsible for purchasing or reimbursing the fuel.

The company uses third-party transport providers for substantially all transportation and distribution activities. The fuel consumed by those providers has not been included in the mandatory energy and emissions figures because the company purchases a transportation service and is not responsible for purchasing the underlying fuel. These emissions represent indirect Scope 3 emissions and have not been quantified in this report.

Energy-efficiency measures

The company has undertaken several principal measures to improve energy efficiency. An efficient biomass boiler provides 100% of the heating for the company's rose-breeding greenhouses; installed in 2014, it has completely eliminated the company's reliance on heavy fuel oil for this purpose. Additionally, for the production facility, offices and cold stores, electro-voltaic solar panels have been installed across a number of building roofs. These panels generate around 50% of the company's peak electrical needs, increasing to 80% during quieter periods.

KEY PERFORMANCE INDICATORS

Indicator

2025

2024

Turnover

£29,116,253

£30,816,704

Gross profit margin

47.37%

49.02%

Operating profit before other income

£1,240,712

£3,327,144

Profit before tax

£1,424,520

£5,492,654

Net assets

£21,122,596

£43,323,397

Cash

£6,704,615

£7,943,416

DISABLED EMPLOYEES

It is the Group's policy to give full and fair consideration to suitable applications for employment by disabled persons, having regard to particular aptitudes and abilities. Disabled employees are eligible to participate in all training, career development and promotion opportunities available to staff. Opportunities also exist for employees of the Group who become disabled to continue their employment or to be trained in other positions in the Group.

ON BEHALF OF THE BOARD:

Miss S E Oldham - Director

23rd July 2026

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of rose breeding, wholesaling, retail, licensing, plant centre operation and investment management.

On 2nd October the investment management business was transferred to a new company outside of the group by of a capital reduction demerger.

DIVIDENDS

Dividends of £23,305,466 (2024: £1,295,000) were paid during the year.

RESEARCH AND DEVELOPMENT

The group continues to commit substantial funds into research and development activities where its extensive breeding programme continues to facilitate the development of new varieties and is viewed by the directors as a foundation for future success. Total research and development costs were £907,240 (2024: £756,305).

FUTURE DEVELOPMENTS

The group anticipates continued profitability for the year to 31st July 2025 and subsequently.

The group continues to operate branches within both the United States of America and Japan.

DIRECTORS

Miss S E Oldham has held office during the whole of the period from 1st August 2024 to the date of this report.

Other changes in directors holding office are as follows:

T M Smith was appointed as a director after 31st July 2025 but prior to the date of this report.

D J C Austin ceased to be a director after 31st July 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

Miss S E Oldham - Director

23rd July 2026

Opinion

We have audited the financial statements of David Austin Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st July 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31st July 2025 and of the group's 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 group 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 group's and 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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.

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:

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director.

- Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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.

Darren Foot FCA (Senior Statutory Auditor)

for and on behalf of Stanton Ralph & Co Limited

Chartered Accountants

Statutory Auditor

The Old Police Station

Whitburn Street

Bridgnorth

Shropshire

WV16 4QP

23rd July 2026

TURNOVER

3

29,116,253

-

29,116,253

Cost of sales

(15,323,783

)

-

(15,323,783

)

GROSS PROFIT

13,792,470

-

13,792,470

Administrative expenses

(12,595,397

)

43,639

(12,551,758

)

1,197,073

43,639

1,240,712

Other operating income

4

24,044

899

24,943

OPERATING PROFIT

6

1,221,117

44,538

1,265,655

Income from fixed asset investments

-

68,931

68,931

Interest receivable and similar income

107,158

14,349

121,507

Interest payable and similar expenses

7

-

(31,573

)

(31,573

)

PROFIT BEFORE TAXATION

1,328,275

96,245

1,424,520

Tax on profit

8

(400,895

)

211,382

(189,513

)

PROFIT FOR THE FINANCIAL YEAR

927,380

307,627

1,235,007

Profit attributable to:

Owners of the parent

1,235,007

TURNOVER

3

30,816,704

-

30,816,704

Cost of sales

(15,709,227

)

-

(15,709,227

)

GROSS PROFIT

15,107,477

-

15,107,477

Administrative expenses

(11,782,515

)

2,182

(11,780,333

)

3,324,962

2,182

3,327,144

Other operating income

4

24,799

1,561,021

1,585,820

OPERATING PROFIT

6

3,349,761

1,563,203

4,912,964

Income from fixed asset investments

-

340,088

340,088

Interest receivable and similar income

69,431

170,171

239,602

PROFIT BEFORE TAXATION

3,419,192

2,073,462

5,492,654

Tax on profit

8

(1,112,436

)

(232,244

)

(1,344,680

)

PROFIT FOR THE FINANCIAL YEAR

2,306,756

1,841,218

4,147,974

Profit attributable to:

Owners of the parent

4,147,974

4,147,974

PROFIT FOR THE YEAR

1,235,007

OTHER COMPREHENSIVE INCOME

(97,302

)

Retranslation foreign operations

(127,910

)

-

Income tax relating to other comprehensive income

-

(97,302

)

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(127,910

)

4,050,672

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,107,097

Total comprehensive income attributable to:

4,050,672

Owners of the parent

1,107,097

FIXED ASSETS

11,580,919

Tangible assets

11

13,051,148

21,078,963

Investments

12

-

32,659,882

13,051,148

CURRENT ASSETS

4,302,954

Stocks

13

4,779,448

3,669,709

Debtors

14

2,029,955

7,943,416

Cash at bank

6,704,615

15,916,079

13,514,018

CREDITORS

4,624,995

Amounts falling due within one year

15

4,790,472

11,291,084

NET CURRENT ASSETS

8,723,546

43,950,966

TOTAL ASSETS LESS CURRENT LIABILITIES

21,774,694

627,569

PROVISIONS FOR LIABILITIES

17

652,098

43,323,397

NET ASSETS

21,122,596

CAPITAL AND RESERVES

5,320

Called up share capital

18

2,888

10,256

Other reserves

19

10,256

(421,200

)

Foreign exchange reserve

19

(549,110

)

43,729,021

Retained earnings

19

21,658,562

43,323,397

SHAREHOLDERS' FUNDS

21,122,596

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

Miss S E Oldham - Director

FIXED ASSETS

-

Tangible assets

11

-

-

Investments

12

5,320

-

5,320

CURRENT ASSETS

-

Debtors

14

192,982

CREDITORS

-

Amounts falling due within one year

15

166,764

-

NET CURRENT ASSETS

26,218

-

TOTAL ASSETS LESS CURRENT LIABILITIES

31,538

CAPITAL AND RESERVES

-

Called up share capital

18

2,888

-

Retained earnings

19

28,650

-

SHAREHOLDERS' FUNDS

31,538

-

Company's profit for the financial year

23,024,116

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

Miss S E Oldham - Director

Called up

Foreign

share

Retained

Other

exchange

Total

capital

earnings

reserves

reserve

equity

£

£

£

£

£

Balance at 1st August 2023

5,320

40,876,047

10,256

(323,898

)

40,567,725

Changes in equity

Dividends

-

(1,295,000

)

-

-

(1,295,000

)

Total comprehensive income

-

4,147,974

-

(97,302

)

4,050,672

Balance at 31st July 2024

5,320

43,729,021

10,256

(421,200

)

43,323,397

Changes in equity

Issue of share capital

(2,432

)

-

-

-

(2,432

)

Dividends

-

(23,305,466

)

-

-

(23,305,466

)

Total comprehensive income

-

1,235,007

-

(127,910

)

1,107,097

Balance at 31st July 2025

2,888

21,658,562

10,256

(549,110

)

21,122,596

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Balance at 31st July 2024

-

-

-

Changes in equity

Issue of share capital

2,888

-

2,888

Dividends

-

(22,995,466

)

(22,995,466

)

Total comprehensive income

-

23,024,116

23,024,116

Balance at 31st July 2025

2,888

28,650

31,538

Cash flows from operating activities

4,499,406

Cash generated from operations

1

2,535,817

(323,047

)

Tax paid

(553,083

)

4,176,359

Net cash from operating activities

1,982,734

Cash flows from investing activities

(940,016

)

Purchase of tangible fixed assets

(2,635,149

)

(3,499,475

)

Purchase of fixed asset investments

-

-

Sale of tangible fixed assets

31,969

5,362,246

Sale of fixed asset investments

1,083

239,602

Interest received

121,507

340,088

Dividends received

68,931

1,502,445

Net cash from investing activities

(2,411,659

)

Cash flows from financing activities

-

Amount introduced by directors

50,125

(74,132

)

Amount withdrawn by directors

-

-

Share issue

(1

)

(431,573

)

Issue of related party loans

(50,000

)

(1,295,000

)

Equity dividends paid

(810,000

)

(1,800,705

)

Net cash from financing activities

(809,876

)

3,878,099

(Decrease)/increase in cash and cash equivalents

(1,238,801

)

4,065,317

Cash and cash equivalents at beginning of year

2

7,943,416

7,943,416

Cash and cash equivalents at end of year

2

6,704,615