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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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AREEN DESIGN LIMITED
CONTENTS
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AREEN DESIGN LIMITED
COMPANY INFORMATION
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AREEN DESIGN LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report on the company for the year ended 31 December 2025. The principal activity of the company during the year continued to be that of interior design and related procurement services.
The Middle East continues to be the primary location for the company’s operations where we have an established reputation for high quality product delivery and where we are uniquely suited to exploring the wealth of opportunities available. As part of a targeted drive to expand our client base, the company has actively pursued new projects in UK and western Europe.
Review of 2025 During 2025, the company has continued to be impacted by the long tail of the financial disruption of the last few years and, in particular, the ongoing impact of the deterioration in working capital resulting from the 2020/21 period. This is evident in the fall in revenue from 2024 to 2025. Turnover for the year ended 31 December 2025 was £4,070,855 (2024: £6,053,016). Notwithstanding this, throughout 2025 we continued to identify a good number of project opportunities and subsequent Requests for Proposals (RFPs). Although RFPs in H1-25 continued to be abundant, the Middle East market softened towards the end of the year, driven by a significant reassessment of Saudi PIF’s portfolio, making this environment extremely competitive. Through 2025, the Middle East, and Saudi Arabia (KSA) in particular, represented the third most significant global growth region for construction, resulting in aggressive bidding for project commissions. As experienced over recent years, this has had an impact on our bid success rate which was insufficient to deliver our budgeted revenues. We continually review our bidding strategies, based on success rates, to establish a price point that is competitive whilst being sustainable in relation to supporting our cost base. Additionally, we continue to experience some uncertainty in the market, with clients reassessing ongoing investment in their development projects and adopting a wait-and-see policy in many cases, exercising more caution and delaying decisions to proceed. This regularly results in project opportunities coming to market for bidding but, subsequently, incurring significant delays or falling away before an appointment is made. This is particularly the case with the PIF projects in KSA, where regular strategic reviews are undertaken, progress and decision making slows and significant changes in investment direction occur. The composition of revenue between sale of goods and fees for services can vary annually and is dependent upon the timing of commencement and finalisation of project work. There was a change in the sales mix during the year, with a significantly lower proportion of revenue from Sale of Goods (10%) in 2025 when compared to the prior period of 2024 (43%). Based on the number and type of enquiries received through 2025 for projects starting in 2026, the lookahead for Sale of Goods in 2026 indicates an upward trend. During the reporting period the operating loss decreased from £2,869,046 in 2024 to £1,554,854 in 2025. In part this resulted from maintaining levels of resources sufficient to service anticipated projects of a scale commensurate with the bidding opportunities. As noted, however, during this period some major opportunities have stalled or fallen away completely. Dividend income from the company’s fixed asset investments received in the current year increased to £1,020,000 (2024: £360,997). The net current liabilities position changed from net current liabilities on 31 December 2024 of £4,735,442 to net current liabilities on 31 December 2025 of £4,371,374.
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AREEN DESIGN LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Commentary on 2025 and forward look to 2026 We have witnessed a similar commercial environment and have been experiencing comparable challenges in early 2026 compared to 2025. Our strategic investment in the location of a Regional Director tasked with the deliberate development of relationships within key client organisations in Saudi Arabia over the past two years has proved fruitful and a number of commissions were secured through competitive tendering. This, alongside a deliberate increase in our social media presence, has broadened our exposure to the market and continued to result in an encouraging volume of opportunities in the form of RFPs. With a predominantly UK cost base it is important that we secure an increasing volume of work, but there remains a focus on high-quality and high fee-value opportunities on which we can differentiate ourselves from the competition. We remain confident that this is the correct approach to secure the growth of the business. We currently retain a permanent presence in KSA with a dual role of supporting broader group companies with interior design expertise whilst being available to develop new client relationships, nurture existing and support where necessary to improve project delivery in their locality. The inroads that we made with many of the PIF organisations in KSA have resulted in RFPs and commissions. These clients recognise our 40+ years’ experience of successfully delivering projects in the region, both in the provision of design and procurement services, and they recognise the potential benefits to them of a contribution from Areen. To further enhance our presence, profile and offering to the market, we have recently appointed a new Head of Design. Tasked with delivering growth through a focused approach on high-quality design from both an aesthetic and technical point of view, we anticipate growth in our client base across the Gulf region and into western Europe. Our primary focus is on the luxury lifestyle hospitality and VVIP residential sectors, but we remain open to commissions arising in other sectors including aviation where we regularly and successfully collaborate with group companies. In support of and alongside our new strategic hire, 2026 will see a soft rebranding of the business and a refresh of market-facing collateral with a focus on the deployment of new technology, including AI, which we anticipate will enable us to compete successfully in price sensitive markets. We retain a strategy of maintaining a mix of employed and contract staff for the delivery of design and procurement projects and the strategic use of specialist outsourced providers of technical services for drafting and modelling. The late-2024 restructuring of the business resulted in a lower operational cost base through 2025 which, with a commission for a significant aviation project, allowed the company to improve on prior-year productivity. As project workload increases over 2026, we anticipate a long-awaited return to profitability. Whilst the first few months of 2026 have been mixed commercially, confidence is building based on potential projects that the company has under negotiation at H1-2026. With the completion of a particularly challenging project imminent and the continuation of the group collaborative aviation-sector work continuing alongside an anticipated increase in procurement activity, expectations for a stronger second half are high. The high probability of significant new design projects, including signs of long-standing clients returning to acquire our services, has given us the confidence to start recruitment and we expect an increase in recognised revenues and an improved cash balance over the next six months.
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AREEN DESIGN LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Customer concentration risk
Historically Areen has benefited from working with other group entities. These relationships remain an important source of potential opportunities. In addition, ongoing business development activities have concentrated in buoyant markets which align directly with the company’s experience and capabilities, endeavoring to convert the most positive opportunities into immediate workload and cashflow. This has been undertaken alongside initiatives towards the future diversification of the client base, in terms of geography, sector and client type, to mitigate the risks arising from operating primarily in the Middle East, with a limited client base. We continue to see a significant change in the breadth and variety of opportunities arising from the new business development tactics. The best indicator that these tactics are proving successful is the volume of RFPs from clients. We see an ongoing, increasing number both from legacy clients and, as importantly, from new client relationships. Foreign currency risk The company undertakes transactions in foreign currency and the directors are aware of the foreign currency risks. The potential financial impact of this risk is reviewed periodically and mitigation options considered as appropriate. No mitigating actions have been undertaken during the year. Credit risk Receivable balances are monitored on an ongoing basis and provision is made for doubtful debts where necessary. The credit risk of individual customers is continually monitored.
The company measures the business in a number of different ways using key performance indicators (KPI's) at various levels across the organisation. The highest level financial KPI's are:
- Turnover growth - Current asset position - Gross profit margin For the year ended 31 December 2025 the company performance against these KPI's was as follows: Turnover growth The company's turnover has decreased by 31% to £4,070,855 (2024: £6,053,016) as a result of lower levels of trading, principally in the Middle East markets. Current asset position Net current liabilities have decreased to £(4,371,374) (2024: Net current liabilities £(4,735,442)). Cash has decreased from £1,150,604 to £743,344. Management continually monitors cash movement to ensure the availability of sufficient working capital. Gross profit margin Gross profit margin has remained stable at 16.7% (2024: 16.2%) mainly due to the delivery teams continuing to operate less efficiently because the volume of fee-paying work was too low and intermittent to enable optimum resource allocation.
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AREEN DESIGN LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Resource utilisation
We measure available staff resources against time allocated to projects, prospects or overheads on an actual basis and compare this data with budgets, forecasts and project schedules to monitor the efficient use of staff time. Utilisation targets are reviewed on a monthly basis and are set annually for all levels of staff and profit centres. This measure is fundamental in ensuring that the company has sufficient staff resources to deliver projects to the required standard, both on time and within budget, whilst also ensuring sufficient time and effort is committed to procuring new work and for staff rest periods. Forecasting future project requirements using available hours also allows the company to identify under resourcing and skill gaps early and to plan recruitment accordingly thereby ensuring optimum utilisation and positive staff wellbeing.
The directors are committed to translating the company's considerable experience and reputation in the interior design of major landmark projects to secure new clients in mature and emerging markets across the globe. The recent appointment of a new Head of Design to renew and refresh the company’s offering to the market is testament to the confidence that the directors have in the firm and its ability to grow in both its core EMEA market as well as further afield. A review of the company’s market positioning has been completed and a refresh of the website and marketing collateral has been prepared and is expected to be rolled out in Q3-2026. The firm continues to invest in staff experienced in target market segments and regions as well as in new technologies with the intent of improving the speed and quality of both the creative and technical elements of design delivery.
The directors continue to see the main opportunities to be in the commission of high-end design and procurement services in both the hospitality and residential sectors and intend to maintain the focus on the Middle East and Africa whilst also building relationships with clients with global activities to open access to new geographies. Joint opportunities on major infrastructure projects in partnership with subsidiaries continue and allow for the leveraging of complementary skills between the firms in the group. Section 172 Statement The Companies (Miscellaneous Reporting) Regulations 2018 introduced a requirement for large companies to publish a statement describing how the directors have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006. Section 172(1)(a) to (f) requires each director to act in the way he or she considers would be most likely to promote the success of the company for the benefit of its members as a whole, with regard to the following matters: (a) The likely consequences of any decision in the long-term As a Board we have always taken decisions for the long term, and collectively and individually our aim is always to uphold the highest standards of conduct. Similarly, we understand that our business can only grow and prosper over the long term if we understand and respect the views and needs of our customers, colleagues and the communities in which we operate, as well as our suppliers, the environment and the shareholders to whom we are accountable. (b) The interests of the company's employees We consider our people to be our greatest asset and the interests of our employees are always taken into consideration in the decisions that are made.
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AREEN DESIGN LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Employee involvement During the year, the policy of providing employees with information about the company has been continued through various media and forums and employees are able to present their suggestions and views on the company's policies and performance. Discussions are held at all levels between line management and employees and these allow for an exchange of information and ideas. There is no employee share scheme, however, the directors encourage the involvement of employees in the company's performance through a discretionary bonus scheme. Disabled employees Disabled persons are employed by the company where they appear to be suited to a particular position. The aptitude and abilities of disabled persons are more easily met in certain aspects of the company's affairs and every effort is made to ensure that they are given full and fair consideration. (c) The need to foster the company's business relationships with suppliers, customers and others Our department heads work closely with our client representatives, sub-consultants and suppliers across the business and also oversee the project-delivery teams to ensure that projects are delivered to the expected high standard, on time and on budget. Our senior team works in conjunction with our suppliers in the aim that they reflect the same values and behaviours that we expect from our own people. Suppliers are subject to scrutiny and audit under our Supply Chain Compliance Programme whereby they are asked to demonstrate that they operate in accordance with recognised standards that uphold human rights and safety, have suitable procedures in place to prevent modern slavery and promote sustainable sourcing. (d) The impact of the company's operations on the community and environment We are proud to have been a patron of CRASH charity for the past ten years. Our team has lent their skills, both professionally and as fundraisers to support CRASH in their impetus to create and support places that care for vulnerable people in homelessness projects and hospices. The environment and sustainability issues are important to us and we take every opportunity to reduce the impact of our company’s activities both ‘at home’ and in our projects. (e) The desirability of the company maintaining a reputation for high standards of business conduct The Company Secretary sets standing agenda points and papers presented at each Board meeting: for example, a Health and Safety report and an update on People matters. The company actively monitors adherence to governance and regulatory requirements. It has a number of internal policies and standards to ensure compliance and, where appropriate, provides training to relevant members of staff where needed. (f) The need to act fairly as between members of the company Continued access to working capital is important for our business. We work to ensure that our shareholders and their representatives have a good understanding of our strategy, business model and capital requirements, which enables us to meet their expectations of our performance.
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AREEN DESIGN LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal decisions A principal decision tends to be one that is material to the company and those that are significant to any of the key stakeholder groups. Measures have been taken within the business in recent years to protect shareholder value and maximise working capital during periods of suppressed demand. In the current business environment, we are witnessing an increase in workload for certain service offerings and a reduction for others. To address this, as noted above, we have restructured both the professional services support and the delivery teams, introducing new skills and additional resources where needed and reducing where there is less demand. These strategic changes were started during Q4 2024, and continued through 2025, in order to build the required structure but in a manner that minimises the risk of disruption to the delivery of the ongoing workload. Strategic plans have also been developed to grow the company as the business environment improves generally. Decisions have been and will continue to be taken at appropriate points in time regarding proposed investments in new senior hires, skills development, business systems and technical initiatives and penetration into target markets to grow the company and ensure its ongoing sustainability. A review at the year-end has been undertaken of the carrying value of the investments and at the present time the directors believe that the disclosures provided in note 3 to be appropriate.
This report was approved by the board and signed on its behalf.
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AREEN DESIGN LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The profit for the year, after taxation, amounted to £337,074 (2024 - loss £2,507,084).
The directors do not recommend a dividend.
The directors who served during the year were:
As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.
This report was approved by the board and signed on its behalf.
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AREEN DESIGN LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
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 judgements 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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AREEN DESIGN LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AREEN DESIGN LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2025
We have audited the financial statements of Areen Design Limited (the 'company') for the year ended 31 December 2025, which comprise the profit and loss account, the balance sheet, 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 draw attention to note 2.2 in the financial statements. The company incurred a net profit of £337,074 during the year ended 31 December 2025 but remains in a net current liability position. The directors are optimistic about the future, but are aware that potential delays in cash flow receipts from existing contracts, or from projects which are yet to be secured, would result in the company needing to obtain additional financing, the certainty of which cannot be guaranteed As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that material uncertainties exist 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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AREEN DESIGN LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AREEN DESIGN LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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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AREEN DESIGN LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AREEN DESIGN LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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 engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the interior design sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment and health and safety legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested a sample of journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HM Revenue and Customs.
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AREEN DESIGN LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AREEN DESIGN LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities 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 auditor's report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
Date:
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AREEN DESIGN LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
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AREEN DESIGN LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 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 33 form part of these financial statements.
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AREEN DESIGN LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Areen Design Limited's principal activities during the year are that of interior design and related procurement services.
The company is a private company limited by shares and incorporated in England and Wales. Its principal place of business is 23 Eyot Gardens, London, W6 9TR and its registered office is 16 Great Queen Street, Covent Garden, London, WC2B 5AH. The financial statements are presented in Sterling (£). Monetary amounts in these financial statements are rounded to the nearest £.
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 judgement in applying the company's accounting policies (see note 3).
The company was, at the end of the year, a wholly-owned subsidiary of Roots Group UK Limited, a company incorporated in England and Wales, whose registered address is 16 Great Queen Street, Covent Garden, London, WC2B 5AH. In accordance with the exemption given in Section 400 of the Companies Act 2006, the company is not required to produce, and has not published, consolidated accounts.
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:
∙Section 3 Financial Statement Presentation paragraph 3.17(d) (inclusion of statement of cash flows);
∙Section 7 Statement of Cash Flows (inclusion of statement of cash flows);
∙Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) (disclosures relating to financial instruments);
∙Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel compensation).
The company is included in the consolidated financial statements of Roots Group UK Limited for the year ended 31 December 2025 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
The following principal accounting policies have been applied:
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
At 31 December 2025 the company was in a net current liabilities position of £4,371,374. Revenue decreased for the year ended 31 December 2025 to £4,070,855 (2024: £6,053,016) and made a profit in 2025 of £337,074 compared to the loss in 2024 of £2,507,084. Staff resource levels have been keenly managed with the use of a balanced mix of permanent, temporary and contract staff to deliver quality projects to deadlines and to allow the company to respond to market opportunities as they arise.
The company continues to experience some uncertainty in the market, with clients reassessing ongoing investment in their development projects and adopting a wait and see policy in many cases, making decisions to proceed more slowly and cautiously. This regularly results in project opportunities coming to market for bidding but, subsequently, incurring significant delays or falling away before an appointment is made. This is particularly the case with the PIF projects in KSA, where regular strategic reviews are undertaken, progress and decision making slows and significant changes in investment direction occur. We are adapting our strategies to manage this significant change in project scheduling and delivery. The first few months of 2026 have been challenging commercially but the prior year restructuring has continued to yield benefits through the reduced cost base of the delivery teams and the overheads. This increased efficiency together with the encouraging forecasts for 2026, indicates a continuing recovery and a return to profitability for the year. The viability of the company’s cash flow forecast is dependent on the group not requiring repayment of the loans it has provided or will provide in the future and also on the company obtaining new projects and the continuation of existing contracts as scheduled. Significant delays in cash flow receipts from existing contracts, or from projects which are yet to be secured, would result in the company needing to obtain additional financing, the certainty of which cannot be guaranteed. The directors have prepared cashflow forecasts to the best of their knowledge, factoring in timings of cash receipts on confirmed projects as well as cash receipts on anticipated, but not guaranteed, projects. The directors are of the opinion that the matters described above are material uncertainties related to events or conditions that may cast significant doubt upon the company’s ability to continue as a going concern. However, the directors have a reasonable expectation that the company will be successful through its revised business and marketing strategy and restructuring of the company, to compete successfully in price sensitive markets. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements. The financial statements do not include any adjustments that would be required if the company were unable to continue as a going concern.
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date, the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the following methods.
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 the profit and loss account.
Investments in subsidiaries are measured at cost less accumulated impairment.
Other investments whose market value cannot be reliably determined, are stated at historic cost less impairment.
Stock and work in progress are valued at the lower of cost and net realisable value.
Amounts recoverable on long term contracts, which are included in debtors, are stated at the net sales value of the work done after provision for contingencies and anticipated future losses on contracts, less amounts received as progress payments on account. Excess progress payments are included in creditors as payments on account.
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
The company’s policies for its major classes of financial assets and financial liabilities are set out below.
Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors, and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Ordinary shares are classified as equity.
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Functional and presentation currency
The company's functional and presentational currency is Sterling (£). Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'interest receivable and similar income' and 'interest payable and similar expenses'. All other foreign exchange gains and losses are presented in profit or loss within operating activities.
The company makes contributions into personal pension schemes of certain employees. Contributions are charged to the profit and loss account as they become payable.
The contributions are recognised as an expense in the profit and loss account when they fall due. Amounts not paid are shown in other creditors as a liability in the balance sheet.
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income. Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Long term contracts The company enters into long term contracts with its customers for the provision of its services. Long-term contracts are accounted for under FRS 102. The ensuing accounting requires management judgment to determine the appropriateness of calculating the revenue and profit to be recognised. This includes estimating the total expected costs to complete each contract, the profitability of the contract and also the percentage of completion at the balance sheet date. The percentage of completion is calculated as the costs incurred in proportion to the estimated costs of the entire project. These judgments directly influence revenue and profit that can be recognised in relation to such contracts. Material changes in these estimates could affect the overall amounts recognised on individual contracts. Carrying amount of relevant assets: £616,651 (2024: £417,502) Carrying amount of relevant liabilities: £0 (2024: £174,287) Impairment of investments In preparing these financial statements, the directors have exercised judgement in determining whether there are indicators of impairment of the company's investments. Factors taken into consideration in reaching such a decision include the underlying net asset value and the expected future financial performance of the subsidiary. The carrying amounts of the investments are included in note 13. Bad debt provision Management review trade debtor balances on a periodic basis. In determining whether there is a need for a provision, management is required to determine their best estimate of future expected cash flows. In arriving at this estimate, management consider historical experience and current trends. The provision included within trade debtors at the year end is £1,559,761 (2024: £1,584,068). Actual outcomes could be different to the assumptions used in determining the estimate.
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Analysis of turnover by country of destination:
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Taxation (continued)
The company has estimated tax losses of £5,652,000 (2024: £5,936,000) for carry forward against future taxable profits. No deferred tax asset has been recognised in respect of these losses due to uncertainty over the timing and amount of future taxable profits.
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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AREEN DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Profit and loss account
The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
The parent undertaking of the smallest group of undertakings for which group financial statements are drawn up and which the company is a member is Roots Group UK Limited, whose registered office is at 16 Great Queen Street, Covent Garden, London, WC2B 5AH. Copies of these group financial statements are available to the public from Companies House, Crown Way, Cardiff, CF14 3UZ.
The ultimate parent company is Roots Group UK Limited, a company incorporated in England. The directors are not aware of any ultimate controlling party.
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