FOR THE YEAR ENDED 31 JANUARY 2026
CRAFT CLUBS BONDCO PLC
COMPANY INFORMATION
CRAFT CLUBS BONDCO PLC
CONTENTS
CRAFT CLUBS BONDCO PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
The directors present their strategic report for the period from 1 February 2025 to 31 January 2026.
The Company's key financial indicators during the period were as follows:
2026 2025
£ £
Turnover 501,796 517,933
Net profit/(loss) after tax (4,766,126) 114,030
Net assets/(liabilities) (4,311,748) 454,378
2026 2025
£ £
Turnover 501,796 517,933
Net profit/(loss) after tax (4,766,126) 114,030
Net assets/(liabilities) (4,311,748) 454,378
The Principal activity of the Company during the year continued to be that of a financing company within the Craft Clubs Group.
As a financing company the Company has exposure to one main risk being liquidity risk.
The objective of the Company in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due.
The Company falls under the large regime for strategic report requirements, however due to the limited activity going through the Company, it is considered immaterial to include these disclosures.
As a financing company the Company has exposure to one main risk being liquidity risk.
The objective of the Company in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due.
The Company falls under the large regime for strategic report requirements, however due to the limited activity going through the Company, it is considered immaterial to include these disclosures.
This report was approved by the board on 31 July 2026 and signed on its behalf.
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CRAFT CLUBS BONDCO PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
The directors present their report and the financial statements for the year ended 31 January 2026.
The loss for the year, after taxation, amounted to £4,766,126 (2025: profit £114,030).
The Directors have paid and declared dividends of £Nil (2025: £Nil) in the year.
The directors who served during the year were:
The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 requires a Strategic Report to be prepared. Where mandatory disclosures in the Directors' Report are considered by the directors to be of strategic importance, these are addressed in the Strategic Report.
The financial statements have been prepared on a going concern basis.
Subsequent to the year end, the Company proposed a Company Voluntary Arrangement (“CVA”) under Part I of the Insolvency Act 1986 in order to restructure its liabilities arising from the Gin Bond programme.
On 7 May 2026, the Company’s creditors voted in favour of the CVA proposal, where the company's outstanding bond liabilities are proposed to be restructured through conversion into equity interests in the Company's parent undertaking.
No formal decision or process to cease operations, liquidate or otherwise wind up the Company has commenced and the timing and outcome of the CVA remain uncertain.
Accordingly, the Directors consider the going concern basis of preparation to be appropriate. However, the uncertainty surrounding the successful completion and timing of the CVA, together with the Company's future role following the restructuring, represents a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern.
These financial statements do not include any adjustments that would arise if the Company were unable to continue as a going concern.
Subsequent to the year end, the Company proposed a Company Voluntary Arrangement (“CVA”) under Part I of the Insolvency Act 1986 in order to restructure its liabilities arising from the Gin Bond programme.
On 7 May 2026, the Company’s creditors voted in favour of the CVA proposal, where the company's outstanding bond liabilities are proposed to be restructured through conversion into equity interests in the Company's parent undertaking.
No formal decision or process to cease operations, liquidate or otherwise wind up the Company has commenced and the timing and outcome of the CVA remain uncertain.
Accordingly, the Directors consider the going concern basis of preparation to be appropriate. However, the uncertainty surrounding the successful completion and timing of the CVA, together with the Company's future role following the restructuring, represents a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern.
These financial statements do not include any adjustments that would arise if the Company were unable to continue as a going concern.
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CRAFT CLUBS BONDCO PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
Subsequent to the year end, the Company proposed a Company Voluntary Arrangement (“CVA”) under Part I of the Insolvency Act 1986 in order to restructure its liabilities arising from the Gin Bond programme.
On 7 May 2026, the Company’s creditors voted in favour of the CVA proposal. Following approval, Christopher Knott, of Leonard Curtis, was appointed as supervisor of the CVA and are responsible for overseeing its implementation in accordance with the approved proposal.
On 7 May 2026, the Company’s creditors voted in favour of the CVA proposal. Following approval, Christopher Knott, of Leonard Curtis, was appointed as supervisor of the CVA and are responsible for overseeing its implementation in accordance with the approved proposal.
The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 489 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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CRAFT CLUBS BONDCO PLC
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2026
The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK 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 transactions and disclose with reasonable accuracy at any time the financial position of the Company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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CRAFT CLUBS BONDCO PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CRAFT CLUBS BONDCO PLC
We have audited the financial statements of Craft Clubs Bondco Plc (the 'Company') for the year ended 31 January 2026, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the 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).
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 United Kingdom, including the Financial Reporting Council'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.
We draw attention to note 2.2 in the financial statements, which indicates that that the Company is subject to a Company Voluntary Arrangement ("CVA") process. Under the terms of the CVA, the Company's outstanding bond liabilities are proposed to be restructured through conversion into equity interests in the Company's parent undertaking. As disclosed in Note 2.2, no formal decision has been taken, nor has any process commenced, to cease operations, liquidate or otherwise wind up the Company. The timing and outcome of the CVA process remain uncertain.
As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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CRAFT CLUBS BONDCO PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CRAFT CLUBS BONDCO PLC (CONTINUED)
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.
In our opinion, based on the work undertaken in the course of the 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.
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CRAFT CLUBS BONDCO PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CRAFT CLUBS BONDCO PLC (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 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:
Identifying and assessing potential risks related to irregularities
The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below:
∙We have considered the nature of the industry and sector, control environment and business performance.
∙We have considered the results of our enquiries of management, including key management personnel, about their own identification and assessment of the risk of irregularities.
∙For any matters identified we have obtained and reviewed the company’s documentation of their policies and procedures relating to:
°Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
°Detecting and responding to the risk of fraud and whether they have knowledge of actual, suspected, or alleged fraud; and,
°The internal controls established to mitigate the risks of fraud or non-compliance with laws and regulations.
∙We have considered the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud, and incorrect recognition of revenue was identified as the greatest potential areas for fraud.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation, FRS 102.
Audit response to risks identified
We identified recognition of revenue as a key audit matter related to the potential risk of fraud, our procedures to respond to risks identified included the following:
∙Performing various substantive tests of detail related to the recognition of revenue;
∙Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙Enquiring of management concerning actual and potential litigation claims;
∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement or fraud; and
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CRAFT CLUBS BONDCO PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CRAFT CLUBS BONDCO PLC (CONTINUED)
∙In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
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.
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.
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 Auditors
10 Temple Back
BS1 6FL
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CRAFT CLUBS BONDCO PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2026
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CRAFT CLUBS BONDCO PLC
REGISTERED NUMBER:12245283
STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 19 form part of these financial statements.
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CRAFT CLUBS BONDCO PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
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CRAFT CLUBS BONDCO PLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026
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CRAFT CLUBS BONDCO PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
The Company is a public company limited by share capital, incorporated in England and Wales. The principal activity of the Company is that of a financing company for the Craft Clubs Limited group.
The address of its registered office and the principal place of business is Unit 57, Alpha House, Borough High Street, London, England, SE1 1LB.
The address of its registered office and the principal place of business is Unit 57, Alpha House, Borough High Street, London, England, SE1 1LB.
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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The financial statements have been prepared on a going concern basis.
Subsequent to the year end, the Company proposed a Company Voluntary Arrangement (“CVA”) under Part I of the Insolvency Act 1986 in order to restructure its liabilities arising from the Gin Bond programme.
On 7 May 2026, the Company’s creditors voted in favour of the CVA proposal, where the company's outstanding bond liabilities are proposed to be restructured through conversion into equity interests in the Company's parent undertaking.
No formal decision or process to cease operations, liquidate or otherwise wind up the Company has commenced and the timing and outcome of the CVA remain uncertain.
Accordingly, the Directors consider the going concern basis of preparation to be appropriate. However, the uncertainty surrounding the successful completion and timing of the CVA, together with the Company's future role following the restructuring, represents a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern.
These financial statements do not include any adjustments that would arise if the Company were unable to continue as a going concern.
Subsequent to the year end, the Company proposed a Company Voluntary Arrangement (“CVA”) under Part I of the Insolvency Act 1986 in order to restructure its liabilities arising from the Gin Bond programme.
On 7 May 2026, the Company’s creditors voted in favour of the CVA proposal, where the company's outstanding bond liabilities are proposed to be restructured through conversion into equity interests in the Company's parent undertaking.
No formal decision or process to cease operations, liquidate or otherwise wind up the Company has commenced and the timing and outcome of the CVA remain uncertain.
Accordingly, the Directors consider the going concern basis of preparation to be appropriate. However, the uncertainty surrounding the successful completion and timing of the CVA, together with the Company's future role following the restructuring, represents a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern.
These financial statements do not include any adjustments that would arise if the Company were unable to continue as a going concern.
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CRAFT CLUBS BONDCO PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.ACCOUNTING POLICIES (CONTINUED)
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 if the revision affects only that period, or in the period of the revision and future periods if the revision affect both current and future periods.
The critical judgments made by management that have significant effect on the amounts recognised in the financial statements are described below.
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CRAFT CLUBS BONDCO PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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CRAFT CLUBS BONDCO PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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CRAFT CLUBS BONDCO PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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CRAFT CLUBS BONDCO PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Profit and loss account
On 7 May 2026, the Company’s creditors voted in favour of the CVA proposal. Following approval, Christopher Knott, of Leonard Curtis, was appointed as supervisor of the CVA and are responsible for overseeing its implementation in accordance with the approved proposal.
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CRAFT CLUBS BONDCO PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
The Company's immediate parent is Craft Clubs Limited, incorporated in England and Wales. The registered office is Unit 57, Alpha House, Borough High Street, London, England, SE1 1LB. By virtue of the spread of shareholdings the directors are of the view that there is no single controlling party.
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