REGISTERED NUMBER: 08840820 (England and Wales)

Luke Roper Holdings Limited

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 January 2026

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

S J Poole

Mrs D Poole

REGISTERED OFFICE:

Furze Grounds Farm

Marsh Gibbon Road

Marsh Gibbon

Bicester

Oxfordshire

OX27 0AQ

REGISTERED NUMBER:

08840820 (England and Wales)

AUDITORS:

Kilby Fox

Statutory Auditor

4 Pavilion Court

600 Pavilion Drive

Northampton Business Park

Northampton

Northamptonshire

NN4 7SL

The directors present their strategic report of the company and the group for the year ended 31 January 2026.

REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS

The cost of living crisis and high interest rate continues to have an impact. Group revenue has decreased by 9% to £13.2m.

Overhead costs have increased by 1.7%, however margins have improved by 5.8%. This is due to the changes implemented to the business model as part of the 3 year plan, as a result Retail and E-Commerce have continued to become a larger proportion of revenue.

While inflation has fallen over the last two years to single digits, continuing conflicts in the Middle East and Ukraine remain a threat to inflation and supply chain. US tariffs have also contributed to uncertainty both in the UK and around the world increasing the risk of recession.

We expect the current economic climate and it's impact on fashion to continue over the next 24 months. The fashion industry continues to experience challenges due to climate control, ranging from reduction of carbon footprint to use of recyclable materials.

The Board continues to be proactive, negotiating prices with the current supplier base and looking for cheaper alternatives without compromising quality. Similarly, the Board is also exploring the use of sustainable fabric, use of recyclable packaging and "close to home suppliers".

The Group will continue to monitor the market closely, seek growth opportunities in new product categories, new customer accounts and new geographical markets. The Board is of the opinion that the Group is well placed to cope with the uncertainties and current market conditions.

The Board continues to look for suitable retail opportunities and E-Commerce growth as part of a 3 year plan.

PRINCIPAL RISKS AND UNCERTAINTIES

The UK fashion market remains sensitive to consumer confidence, job security and the housing market. Consumer spending has to have been affected by recent economic uncertainties and is expected to continue into the next 1-2 years, which is likely to impact on both the volume of sales and the price achieved. However, the market is closely monitored by the Board.

The group is exposed to fluctuations in foreign exchange on purchases. The group aims to minimise the impact using foreign currency instruments such as forward currency contracts.

The group continues to mitigate its exposure to credit risk by insuring a majority of the business. The remaining exposure is managed by close monitoring of customers and market conditions by the Credit Control Department.

The main financial instruments held by the group are trade debtors, trade creditors, cash and foreign currency contracts.

The Group maintains and regularly reviews internal controls to minimise the risk of fraud.

KEY PERFORMANCE INDICATORS

Throughout the year, regular review of the group's key performance indicators (KPI) are performed by management. These KPIs are monitored monthly and compared with performance expected within the budget and prior year achievements.

The key KPI's for the business include sales growth, gross margin and profit before tax.

During the year group revenue reduced from £14.5m to £13.2m and net profit before tax reduced from £0.64m to £0.53m.

EMPLOYEES

The Group aims to recruit excellent candidates and has an active retention policy including appropriate training, annual appraisals, advancement opportunities and exit interviews. Employees are also kept informed through regular meetings and encouraged to contribute.

The Group is committed to the principle of equality and diversity in all areas of recruitment, employment, training and promotion.

ON BEHALF OF THE BOARD:

S J Poole - Director

7 October 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 January 2026.

DIVIDENDS

An interim dividend of 1250 per share was paid on 31 January 2026. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 January 2026 will be £ 375,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 February 2025 to the date of this report.

S J Poole

Mrs D Poole

Other changes in directors holding office are as follows:

L J Roper ceased to be a director after 31 January 2026 but prior to the date of this report.

POLITICAL DONATIONS AND EXPENDITURE

Charitable donations made in the year total £4,823.

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;

-	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.

AUDITORS

The auditors, Kilby Fox, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S J Poole - Director

7 October 2026

Opinion

We have audited the financial statements of Luke Roper Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 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 31 January 2026 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 four, 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

Audit response to risks identified

- the nature of the industry and sector, control environment and business performance including the design of the Company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- any matters we identified having 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 noncompliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

- the matters discussed among the audit engagement team and involving relevant internal specialists, including tax specialists regarding how and where fraud might occur in the financial statements and any 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 identified the greatest potential for fraud in relation to revenue recognition. 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 local tax legislation.

Audit response to risks identified

As a result of performing the above, we identified revenue recognition as a key audit matter related to the potential risk of fraud.

Our procedures to respond to risks identified included the following:

- 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 and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reading minutes of meetings of those charged with governance

- obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

- 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 including internal specialists, and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the 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/auditors responsibilities. This description forms part of our Report of the Auditors.

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.

Martin Crooke FCCA (Senior Statutory Auditor)

for and on behalf of Kilby Fox

Statutory Auditor

4 Pavilion Court

600 Pavilion Drive

Northampton Business Park

Northampton

Northamptonshire

NN4 7SL

12 October 2026

TURNOVER

13,161,748

14,461,963

Cost of sales

5,325,221

6,702,384

GROSS PROFIT

7,836,527

7,759,579

Administrative expenses

7,309,537

7,185,067

OPERATING PROFIT

4

526,990

574,512

Interest receivable and similar income

12,496

42,669

539,486

617,181

Interest payable and similar expenses

5

9,178

(25,312

)

PROFIT BEFORE TAXATION

530,308

642,493

Tax on profit

6

188,428

162,114

PROFIT FOR THE FINANCIAL YEAR

341,880

480,379

Profit attributable to:

Owners of the parent

341,880

480,379

PROFIT FOR THE YEAR

341,880

480,379

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

341,880

480,379

Total comprehensive income attributable to:

Owners of the parent

341,880

480,379

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

523,339

485,897

Investments

11

-

427,700

523,339

913,597

CURRENT ASSETS

Stocks

12

4,817,342

2,542,398

Debtors

13

827,375

1,118,995

Cash at bank and in hand

982,400

2,518,171

6,627,117

6,179,564

CREDITORS

Amounts falling due within one year

14

1,457,759

1,386,349

NET CURRENT ASSETS

5,169,358

4,793,215

TOTAL ASSETS LESS CURRENT LIABILITIES

5,692,697

5,706,812

CREDITORS

Amounts falling due after more than one year

15

(40,298

)

(50,226

)

PROVISIONS FOR LIABILITIES

17

(113,343

)

(84,410

)

NET ASSETS

5,539,056

5,572,176

CAPITAL AND RESERVES

Called up share capital

18

300

300

Retained earnings

19

5,538,756

5,571,876

SHAREHOLDERS' FUNDS

5,539,056

5,572,176

The financial statements were approved by the Board of Directors and authorised for issue on 7 October 2026 and were signed on its behalf by:

S J Poole - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

300

300

300

300

CURRENT ASSETS

Cash at bank and in hand

2,458

1,382

CREDITORS

Amounts falling due within one year

14

2,458

1,382

NET CURRENT LIABILITIES

-

-

TOTAL ASSETS LESS CURRENT LIABILITIES

300

300

CAPITAL AND RESERVES

Called up share capital

18

300

300

SHAREHOLDERS' FUNDS

300

300

Company's profit for the financial year

375,000

495,000

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

The financial statements were approved by the Board of Directors and authorised for issue on 7 October 2026 and were signed on its behalf by:

S J Poole - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 February 2024

300

5,586,497

5,586,797

Changes in equity

Dividends

-

(495,000

)

(495,000

)

Total comprehensive income

-

480,379

480,379

Balance at 31 January 2025

300

5,571,876

5,572,176

Changes in equity

Dividends

-

(375,000

)

(375,000

)

Total comprehensive income

-

341,880

341,880

Balance at 31 January 2026

300

5,538,756

5,539,056

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 February 2024

300

-

300

Changes in equity

Dividends

-

(495,000

)

(495,000

)

Total comprehensive income

-

495,000

495,000

Balance at 31 January 2025

300

-

300

Changes in equity

Dividends

-

(375,000

)

(375,000

)

Total comprehensive income

-

375,000

375,000

Balance at 31 January 2026

300

-

300

Cash flows from operating activities

Cash generated from operations

1

(1,418,097

)

(72,083

)

Interest paid

(9,178

)

25,312

Tax paid

88,544

(358,328

)

Net cash from operating activities

(1,338,731

)

(405,099

)

Cash flows from investing activities

Purchase of tangible fixed assets

(258,925

)

(358,091

)

Sale of tangible fixed assets

16,165

10,928

Sale of fixed asset investments

427,700

-

Interest received

12,496

42,669

Net cash from investing activities

197,436

(304,494

)

Cash flows from financing activities

Loan repayments in year

-

(222,726

)

Capital repayments in year

(9,928

)

(9,928

)

Amount introduced by directors

-

4,296

Amount withdrawn by directors

(9,548

)

(271

)

Equity dividends paid

(375,000

)

(495,000

)

Net cash from financing activities

(394,476

)

(723,629

)

Decrease in cash and cash equivalents

(1,535,771

)

(1,433,222

)

Cash and cash equivalents at beginning of year

2

2,518,171

3,951,393

Cash and cash equivalents at end of year

2

982,400

2,518,171

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2026

2025

£

£

Profit before taxation

530,308

642,493

Depreciation charges

189,161

157,392

Loss/(profit) on disposal of fixed assets

35,519

(5,126

)

Gain on revaluation of fixed assets

(18,589

)

(22,000

)

Finance costs

9,178

(25,312

)

Finance income

(12,496

)

(42,669

)

733,081

704,778

(Increase)/decrease in stocks

(2,274,944

)

32,237

Decrease in trade and other debtors

293,625

567,612

Decrease in trade and other creditors

(169,859

)

(1,376,710

)

Cash generated from operations

(1,418,097

)

(72,083

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 January 2026

31.1.26

1.2.25

£

£

Cash and cash equivalents

982,400

2,518,171

Year ended 31 January 2025

31.1.25

1.2.24

£

£

Cash and cash equivalents

2,518,171

3,951,393

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.2.25

Cash flow

At 31.1.26

£

£

£

Net cash

Cash at bank and in hand

2,518,171

(1,535,771

)

982,400

2,518,171

(1,535,771

)

982,400

Debt

Finance leases

(60,479

)

9,928

(50,551

)

(60,479

)

9,928

(50,551

)

Total

2,457,692

(1,525,843

)

931,849

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2008, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of nil years.

Tangible fixed assets

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

Property improvements

-

50% on cost, 20% on cost and over the period of the lease

Fixtures and fittings

-

33.3% on cost, 20% on cost, straight line over 6 years and at varying rates on cost

Motor vehicles

-

33.3% on cost

Office equipment

-

50% on cost, 33.3% on cost and 25% on cost

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

3.	EMPLOYEES AND DIRECTORS

2026

2025

£

£

Wages and salaries

2,756,458

2,769,326

Social security costs

265,485

224,978

Other pension costs

56,626

60,126

3,078,569

3,054,430

The average number of employees during the year was as follows:

2026

2025

Administration

13

13

Production

26

24

Sales

105

104

144

141

The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2025 - NIL).