Registration number: 16239956

Shepherd and Woodward Holdings Limited

Contents

Company Information	1
Strategic Report	2 to 3
Directors' Report	4 to 5
Statement of Directors' Responsibilities	6
Independent Auditor's Report	7 to 10
Consolidated Profit and Loss Account	11
Consolidated Balance Sheet	12
Balance Sheet	13
Consolidated Statement of Changes in Equity	14
Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16 to 17
Notes to the Financial Statements	18 to 35

Shepherd and Woodward Holdings Limited

Company Information

Directors

Mr P T Venables Mr R D Venables Mrs J Van Onselen Miss L Venables Miss L M Venables Mrs T Palfreyman

Registered office

109-113 High Street Oxford OX1 4BT

Auditors

Wenn Townsend Chartered Accountants and Registered Auditors30 St Giles' Oxford OX1 3LE

Shepherd and Woodward Holdings Limited

Strategic Report for the Year Ended 31 January 2026

The directors present their strategic report for the year ended 31 January 2026.

Principal activity

The principal activity of the group is retailing of clothing, footwear and souvenirs, together with the manufacture, retail and hire of academic wear.

Fair review of the business

We present a balanced review of the performance of our businesses during the year and their position at the year end. The review reflects the size and straightforward nature of our long-established businesses, highlighting their resilience and the opportunities available while recognising the risks and uncertainties of the current political and economic climate.

The company's key financial and other performance indicators during the year were as follows:

Financial KPIs	Unit	2026	2025
Gross profit	£	2,785,975	2,695,225
Turnover	£	4,239,396	4,282,582
Gross profit margin	%	66	63
Return on capital employed	%	29	10

Turnover and margins
Tighter ordering and budget controls helped increase the gross profit margin to 66% from 63% in the previous year. The reported ROCE of 29%, compared to 10% in the previous year, shows a 19% improvement due mainly to the restructuring of the group.

The 'Swan Retail' EPOS system continues to make our stock control and management accounts more accurate. E-commerce trading remained steady.

Regular analysis of monthly management accounts helped us monitor steady trading and anticipate year-end turnover. With staff costs rising, we maintained a disciplined approach to spending and overheads to support continued operating profitability.

Rental income
Rental income increased by 4.5% during the year, contributing positively to the group ahead of the planned separation of the property business.

The separation of the property investment business was completed by the end of January 2026, achieving a long-standing ambition of the family-owned group and providing a clearer strategic focus on retail. Careful cash flow monitoring remains a priority as the retail business adapts to its new structure. The transfer of property management to an independent property management business allows the in-house accounts team to devote more time to supporting retail operations.

Shepherd and Woodward Holdings Limited

Strategic Report for the Year Ended 31 January 2026

Future developments
With turnover stabilising, management continues to budget prudently and maintain a clear focus on the opportunities within the retail business. Close monitoring of supply chain developments in Europe and the US remains important to this approach.

Increases in the National Living Wage, Oxford Living Wage and business rates will raise costs and put pressure on future margins. Management continues to focus on spending and overheads and expects disciplined cost control to support ongoing profitability.

The depth and variety of the group's retail offering remain important strengths, providing resilience and scope to respond to changing customer preferences. The group's websites continue to generate a healthy turnover, complementing our established retail offering. Our focus on customer service and product quality remains central to our response to increased competition in the area.

Principal risks and uncertainties

The group benefits from a varied retail offering, established customer service and the ability to respond promptly to changing market conditions. The directors regularly assess foreseeable risks with a focus on protecting these strengths and supporting long-term resilience.

In the previous year we identified two risks: the extended closure of Botley Road and the introduction of the temporary Oxford congestion charge. As noted above the business results have continued to be positive throughout the closure of the bridge and the introduction of the congestion charge and is further evidence of the businesses resilience to change. We are pleased that Botley Road has reopened. The congestion charge has since been replaced by a traffic filter, and we will monitor its effect on footfall.

The continued recovery of tourism provides opportunities for the business, although global instability and US trade tariffs remain factors requiring close attention. Management have also been proactive in ensuring that some goods are manufactured in-house to minimise the impact of these tariffs on the business.

Steady turnover provides an encouraging foundation for the retail business. Rising overheads may nevertheless affect future results, and disciplined cost control remains a priority.

We remain alert to market disruptors and increased competition, with customer service, product quality and the breadth of our offering central to our response.

Approved and authorised by the Board on 30 October 2026 and signed on its behalf by:
 

......................................... Mr R D Venables Director

Shepherd and Woodward Holdings Limited

Directors' Report for the Year Ended 31 January 2026

The directors present their report and the for the year ended 31 January 2026.

Incorporation

The company was incorporated on 10 February 2025.

Directors of the group

The directors who held office during the year were as follows:

Mr P T Venables (appointed 10 February 2025)

Mr R D Venables (appointed 10 February 2025)

Mrs J Van Onselen (appointed 10 February 2025)

Miss L Venables (appointed 10 February 2025)

Miss L M Venables (appointed 10 February 2025)

Mrs T Palfreyman (appointed 10 February 2025)

All of the directors appointed on incorporation of the company were also directors of the previous parent company and continued as directors of the group following the group reconstruction.

Information included in the Strategic Report

The company’s future developments are set out in the Strategic Report in accordance with s414C(11) of the Companies Act 2006.

Financial instruments

Objectives and policies

Our retail operations continue to support the group's cash resources. Our objective is to use this financial strength to pursue attractive opportunities where practicable, while maintaining a prudent, risk-averse approach following the separation of the property business.

Price risk, credit risk, liquidity risk and cash flow risk

The directors seek to maintain sufficient working capital to support the group's operations and take advantage of attractive opportunities. Cash flow remains seasonal, and careful monitoring will be particularly important as rental income reduces following the separation of the property business. The factors noted in the strategic report regarding the businesses resilience to change mean the directors are confident that the above noted risks have been considered and responded to.

Directors' liabilities

The group maintains directors’ and officers’ liability insurance.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Shepherd and Woodward Holdings Limited

Directors' Report for the Year Ended 31 January 2026

Reappointment of auditors

Wenn Townsend are deemed to be reappointed in accordance with an elective resolution made under section 386 of the Companies Act 1985 which continued in force under the Companies Act 2006.

Approved and authorised by the Board on 30 October 2026 and signed on its behalf by:
 

......................................... Mr R D Venables Director

Shepherd and Woodward Holdings Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual 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 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 group and the company 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 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; and

•	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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Shepherd and Woodward Holdings Limited

Independent Auditor's Report to the Members of Shepherd and Woodward Holdings Limited

Opinion

We have audited the financial statements of Shepherd and Woodward Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and 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 the parent company's 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 auditor 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 director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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.

Shepherd and Woodward Holdings Limited

Independent Auditor's Report to the Members of Shepherd and Woodward Holdings Limited

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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

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 6], 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.

Shepherd and Woodward Holdings Limited

Independent Auditor's Report to the Members of Shepherd and Woodward Holdings Limited

Auditor 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 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 specific procedures for this engagement and the extent to which our procedures are capable of detecting irregularities, including fraud are detailed below:
•	Enquiry of management, those charged with governance around actual and potential litigation and claims;
•	Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations;
•	Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
•	Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.
	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 is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 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.

Shepherd and Woodward Holdings Limited

Independent Auditor's Report to the Members of Shepherd and Woodward Holdings Limited

......................................
Ajay Bahl BA BFP FCA (Senior Statutory Auditor)
For and on behalf of Wenn Townsend, Statutory Auditor
 30 St Giles'
Oxford
OX1 3LE

30 October 2026

Shepherd and Woodward Holdings Limited

Consolidated Profit and Loss Account for the Year Ended 31 January 2026

	Note	2026  £	2025  £
Turnover	3	4,239,396	4,282,582
Cost of sales		(1,453,421)	(1,587,357)
Gross profit		2,785,975	2,695,225
Distribution costs		(46,927)	(42,743)
Administrative expenses		(2,480,712)	(2,291,573)
Other operating income	4	412,488	398,476
Operating profit	5	670,824	759,385
Other gains/losses	6	(840,394)	-
Other interest receivable and similar income	7	40,502	43,314
Interest payable and similar charges	8	-	(105)
		(799,892)	43,209
(Loss)/profit before tax		(129,068)	802,594
Taxation	12	711,808	(233,033)
Profit for the financial year		582,740	569,561
Profit/(loss) attributable to:
Owners of the company		582,740	569,561

The group has no recognised gains or losses for the year other than the results above.

Shepherd and Woodward Holdings Limited

(Registration number: 16239956)
Consolidated Balance Sheet as at 31 January 2026

	Note	2026 £	2025 £
Fixed assets
Intangible assets	13	8,409	17,831
Tangible assets	14	32,966	1,141,806
Investment property	15	-	4,168,078
		41,375	5,327,715
Current assets
Stocks	18	791,694	979,205
Debtors	19	69,463	1,185,725
Cash at bank and in hand		2,203,302	1,874,066
		3,064,459	4,038,996
Creditors: Amounts falling due within one year	21	(797,363)	(803,760)
Net current assets		2,267,096	3,235,236
Total assets less current liabilities		2,308,471	8,562,951
Creditors: Amounts falling due after more than one year	21	-	(3,000)
Provisions for liabilities	22	-	(900,000)
Net assets		2,308,471	7,659,951
Capital and reserves
Called up share capital	24	3,555,000	9,084,220
Revaluation reserve		-	735,040
Other reserves		(9,052,928)	(9,052,928)
Retained earnings		7,806,399	6,893,619
Equity attributable to owners of the company		2,308,471	7,659,951
Shareholders' funds		2,308,471	7,659,951

Approved and authorised by the Board on 30 October 2026 and signed on its behalf by:
 

......................................... Mr R D Venables Director

Shepherd and Woodward Holdings Limited

(Registration number: 16239956)
Balance Sheet as at 31 January 2026

	Note	2026 £
Fixed assets
Investments	16	3,555,000
Current assets
Debtors	19	10,000
Cash at bank and in hand		180
		10,180
Creditors: Amounts falling due within one year	21	(7,200)
Net current assets		2,980
Net assets		3,557,980
Capital and reserves
Called up share capital	24	3,555,000
Retained earnings		2,980
Shareholders' funds		3,557,980

The company made a profit after tax for the financial year of £407,980.

Approved and authorised by the Board on 30 October 2026 and signed on its behalf by:
 

......................................... Mr R D Venables Director