Company registration number 00545333 (England and Wales)
NATIONAL FLOORCOVERINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NATIONAL FLOORCOVERINGS LIMITED
COMPANY INFORMATION
Directors
D Rhodes
C Gay
(Appointed 26 June 2025)
Company number
00545333
Registered office
Wellington Mills
Huddersfield Road
Liversedge
England
WF15 7FH
Auditor
BHP LLP
One Waterside Place
Basin Square
Brimington Road
Chesterfield
Derbyshire
S41 7FH
NATIONAL FLOORCOVERINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9 - 10
Statement of changes in equity
11
Notes to the financial statements
12 - 25
NATIONAL FLOORCOVERINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Review of the business

The company is engaged in the manufacture and supply of carpets and allied products. Gross profit for the year was £7,633,410 (2023: £9,286,351), representing 36.35% of turnover (2023: 41.42%). This reduction in gross profit margin reflected factors linked to the group restructure and sale of the business to Nimbus completed in 2024. The directors expect that gross profit margins will return to prior year levels in the forthcoming period as these transitional factors subside and operational efficiencies are realised under the new structure.

Operating loss included exceptional restructuring costs of £1,383,238 (2023: £nil). These exceptional costs were one-off in nature, directly attributable to the sale of the business and associated group restructure. Also included in exceptional costs is a fine in relation to a health and safety incident in 2023 of £366,612. Excluding these exceptional items, the company generated an underlying operating profit of £440,245 demonstrating resilience in core trading activities despite the market headwinds.

The reduction in net assets decreased was largely due to the dividend distribution and the elimination of the pension surplus following the sale of the defined benefit scheme as part of the restructure. The company continues to benefit from a robust balance sheet and the financial backing of its new majority shareholder, Nimbus, a European investment firm with over 20 years of experience and five successfully raised funds. Nimbus has a proven track record in improving operational performance across industrial businesses and remains committed to providing the resources and expertise needed to support the company’s growth.

The balance sheet will be further strengthened through planned property sale-and-leaseback transactions which will unlock additional liquidity and reinforce the group’s financial position.

Principal risks and uncertainties

The principal risks facing the company include fluctuations in raw material prices, competitive pressures in the floorcoverings market and supply chain disruption. The directors mitigate these through diversified supplier relationships, enhanced cost control measures, and continued investment in product innovation.

The directors also recognise transitional risks associated with integration into the new group structure. These are actively managed and expected to diminish as synergies are achieved. Importantly, the company benefits from Nimbus’s operational expertise, long-term investment horizon and financial resources, which materially reduce overall business risk.

Future developments

Post-sale and restructure, the company is well positioned for growth under new ownership. The focus for the forthcoming period is:

NATIONAL FLOORCOVERINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Key performance indicators

The directors monitor the following key performance indicators (KPIs) to assess the company's performance:

KPI

2024

2023

Turnover (£)

21,000,603

22,419,356

Gross profit margin (%)

36.35

41.42

Operating (loss)/profit before exceptional items (£)

440,245

2,165,179

 

 

 

These KPIs reflect the impact of the one-off restructure but underline the underlying strength of the business.

On behalf of the board

D Rhodes
Director
30 September 2025
NATIONAL FLOORCOVERINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of the manufacture and supply of carpets and allied products.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £7,000,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

D A Pass
(Resigned 10 September 2024)
M A Pass
(Resigned 10 September 2024)
S A Pass
(Resigned 10 September 2024)
D Rhodes
R C Taylor
(Resigned 10 September 2024)
D M Keenan
(Appointed 10 September 2024 and resigned 31 January 2025)
C C D Clegg
(Appointed 10 September 2024 and resigned 12 February 2025)
P G Frohn
(Appointed 10 September 2024 and resigned 3 March 2025)
C Gay
(Appointed 26 June 2025)
Auditor

BHP LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible 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 company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

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 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.

NATIONAL FLOORCOVERINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
D Rhodes
Director
30 September 2025
NATIONAL FLOORCOVERINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NATIONAL FLOORCOVERINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of National Floorcoverings Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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:

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's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

NATIONAL FLOORCOVERINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NATIONAL FLOORCOVERINGS LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

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.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

Auditor's 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

NATIONAL FLOORCOVERINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NATIONAL FLOORCOVERINGS LIMITED (CONTINUED)
- 7 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

 

 

To address the risks of fraud through management bias and override controls, we:

 

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

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 director’s and other management and the inspection of regulatory and legal correspondence.

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.

Adrian Staniforth (Senior Statutory Auditor)
For and on behalf of BHP LLP, Statutory Auditor
Chartered Accountants
One Waterside Place
Basin Square
Brimington Road
Chesterfield
Derbyshire
S41 7FH
30 September 2025
NATIONAL FLOORCOVERINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
21,000,603
22,419,356
Cost of sales
(13,367,193)
(13,133,005)
Gross profit
7,633,410
9,286,351
Distribution costs
(1,551,262)
(1,574,466)
Administrative expenses
(5,868,417)
(5,802,085)
Other operating income
226,514
255,379
Exceptional item
4
(1,749,850)
-
0
Operating (loss)/profit
5
(1,309,605)
2,165,179
Interest receivable and similar income
9
85,776
617,706
Interest payable and similar expenses
10
(249,000)
-
0
(Loss)/profit before taxation
(1,472,829)
2,782,885
Tax on (loss)/profit
11
735,300
(775,421)
(Loss)/profit for the financial year
(737,529)
2,007,464
Other comprehensive income
Actuarial gain/(loss) on defined benefit pension schemes
-
0
(468,000)
Tax relating to other comprehensive income
-
0
163,800
Total comprehensive income for the year
(737,529)
1,703,264

The profit and loss account has been prepared on the basis that all operations are continuing operations.

NATIONAL FLOORCOVERINGS LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
6,841,510
7,408,095
Investments
14
6
6
6,841,516
7,408,101
Current assets
Stocks
16
7,318,548
8,064,792
Debtors
17
19,343,688
2,386,902
Cash at bank and in hand
455,183
4,883,507
27,117,419
15,335,201
Creditors: amounts falling due within one year
18
(20,034,820)
(5,869,370)
Net current assets
7,082,599
9,465,831
Total assets less current liabilities
13,924,115
16,873,932
Creditors: amounts falling due after more than one year
19
(1,500,012)
-
0
Provisions for liabilities
Deferred tax liability
21
291,000
2,371,300
(291,000)
(2,371,300)
Net assets excluding pension (liability)/surplus
12,133,103
14,502,632
Defined benefit pension (liability)/surplus
23
-
0
5,368,000
Net assets
12,133,103
19,870,632
Capital and reserves
Called up share capital
22
400,000
400,000
Revaluation reserve
33,959
42,446
Profit and loss reserves
11,699,144
19,428,186
Total equity
12,133,103
19,870,632
NATIONAL FLOORCOVERINGS LIMITED
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 30 September 2025 and are signed on its behalf by:
D Rhodes
Director
Company registration number 00545333 (England and Wales)
NATIONAL FLOORCOVERINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
400,000
50,933
17,716,435
18,167,368
Year ended 31 December 2023:
Profit
-
-
2,007,464
2,007,464
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
(468,000)
(468,000)
Tax relating to other comprehensive income
-
-
0
163,800
163,800
Total comprehensive income
-
-
1,703,264
1,703,264
Transfers
-
(8,487)
8,487
-
Balance at 31 December 2023
400,000
42,446
19,428,186
19,870,632
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(737,529)
(737,529)
Dividends
12
-
-
(7,000,000)
(7,000,000)
Transfers
-
(8,487)
8,487
-
Balance at 31 December 2024
400,000
33,959
11,699,144
12,133,103
NATIONAL FLOORCOVERINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information

National Floorcoverings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Wellington Mills, Huddersfield Road, Liversedge, England, WF15 7FH.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of National Floorcoverings Holdings Limited. These consolidated financial statements are available from its registered office, National Floorcoverings Holdings Limited.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

National Floorcoverings Limited is a wholly owned subsidiary of National Floorcoverings Holdings Limited and the results of National Floorcoverings Limited are included in the consolidated financial statements of the ultimate parent undertaking, National Floorcoverings Group Limited, which are available from 10 Imperial Road, Matlock, Derbyshire, DE4 3NL.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

NATIONAL FLOORCOVERINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold buildings
2.5% straight line
Plant and equipment
10% to 33.3% straight line
Motor vehicles
20% to 25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

NATIONAL FLOORCOVERINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

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

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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.

NATIONAL FLOORCOVERINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

NATIONAL FLOORCOVERINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

 

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

 

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

NATIONAL FLOORCOVERINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Stock Provisions

Stocks are stated at the lower of cost and net realisable value. The management will assess the requirement for any provision for obsolete stock or value deterioration as based on historical transactions, stock utilisation patterns, regular inspection and counting of physical items.

Useful economic lives of tangible fixed assets

The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values of all asset categories are reviewed on an annual basis to ensure appropriate changes are made for depreciations.

Intercompany debtor recoverability

The carrying value and recoverability of intercompany debtor balances is assessed based on management's expectations of future cash flows generated by the wider group. Management review the cash generation for the group as a whole, including forecasts, budgets and historical performance, to assess the likelihood of full recovery of intercompany debtor balances. The key assumptions underpinning these forecasts include revenue growth and operating margins, which are considered reasonable based on current market conditions and historical experience.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sale of carpets and allied products
21,000,603
22,419,356
2024
2023
£
£
Other revenue
Interest income
85,776
617,706

Analysis of turnover by geographical markets has not been disclosed because the directors believe that to do so would seriously prejudice the interests of the company.

NATIONAL FLOORCOVERINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
4
Exceptional item
2024
2023
£
£
Expenditure
Exceptional items
1,749,850
-

The exceptional items relates to one off expenses relating to the group restructure (£1,383,238) and a fine for a health and safety incident (£366,612).

5
Operating (loss)/profit
2024
2023
Operating (loss)/profit for the year is stated after charging/(crediting):
£
£
Exchange losses
16,818
639
Research and development costs
63,993
40,157
Depreciation of owned tangible fixed assets
641,898
844,029
Profit on disposal of tangible fixed assets
(3,824)
(9,867)
Operating lease charges
163,796
193,690
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
28,649
27,285
For other services
All other non-audit services
5,056
4,815
7
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Production
65
68
Selling and distribution
26
27
Management and administration
24
26
Total
115
121
NATIONAL FLOORCOVERINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Employees
(Continued)
- 19 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
4,132,103
4,172,651
Social security costs
409,157
400,750
Pension costs
135,146
145,491
4,676,406
4,718,892
8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
169,094
217,096
Company pension contributions to defined contribution schemes
12,647
13,769
181,741
230,865

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
n/a
162,237
Company pension contributions to defined contribution schemes
n/a
10,809

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
85,776
54,315
Other interest income
-
0
563,391
Total income
85,776
617,706
NATIONAL FLOORCOVERINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
10
Interest payable and similar expenses
2024
2023
£
£
Other interest on financial liabilities
249,000
-
0
11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
-
0
591,579
Adjustments in respect of prior periods
-
0
(1,508)
Total current tax
-
0
590,071
Deferred tax
Origination and reversal of timing differences
(735,300)
185,350
Total tax (credit)/charge
(735,300)
775,421

The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
(Loss)/profit before taxation
(1,472,829)
2,782,885
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(368,207)
654,535
Tax effect of expenses that are not deductible in determining taxable profit
102,539
254
Gains not taxable
-
0
53,724
Adjustments in respect of prior years
-
0
(1,508)
Effect of change in corporation tax rate
-
0
845
Other permanent differences
64,027
60,048
Deferred tax not recognised
(536,659)
7,523
Other tax adjustments
3,000
-
0
Taxation (credit)/charge for the year
(735,300)
775,421

In addition to the amount (credited)/charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2024
2023
£
£
Deferred tax arising on:
Actuarial differences recognised as other comprehensive income
-
(163,800)
NATIONAL FLOORCOVERINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
12
Dividends
2024
2023
£
£
Final paid
7,000,000
-
0
13
Tangible fixed assets
Freehold buildings
Plant and equipment
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2024
11,136,712
14,922,301
515,640
26,574,653
Additions
-
0
97,489
-
0
97,489
Disposals
-
0
-
0
(51,098)
(51,098)
At 31 December 2024
11,136,712
15,019,790
464,542
26,621,044
Depreciation and impairment
At 1 January 2024
6,223,945
12,712,634
229,979
19,166,558
Depreciation charged in the year
262,868
289,940
89,090
641,898
Eliminated in respect of disposals
-
0
-
0
(28,922)
(28,922)
At 31 December 2024
6,486,813
13,002,574
290,147
19,779,534
Carrying amount
At 31 December 2024
4,649,899
2,017,216
174,395
6,841,510
At 31 December 2023
4,912,767
2,209,667
285,661
7,408,095
14
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
15
6
6
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Matting Systems Limited
England and Wales
Ordinary
100.00
Paragon Carpets and Tiles Limited
England and Wales
Ordinary
100.00
Play-Rite Limited
England and Wales
Ordinary
100.00

All of the subsidiary companies are dormant entities with a registered office address of Wellington Mills, Huddersfield Road, Liversedge, WF15 7FH.

NATIONAL FLOORCOVERINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
16
Stocks
2024
2023
£
£
Raw materials and consumables
2,557,775
2,512,405
Work in progress
212,723
149,550
Finished goods and goods for resale
4,548,050
5,402,837
7,318,548
8,064,792
17
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
1,693,529
2,131,354
Corporation tax recoverable
415,141
-
0
Amounts owed by group undertakings
17,093,087
-
0
Other debtors
6,597
52,902
Prepayments and accrued income
135,334
202,646
19,343,688
2,386,902
18
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Other borrowings
20
9,049,988
-
0
Trade creditors
693,462
643,813
Amounts owed to group undertakings
4,385,608
4,385,608
Corporation tax
-
0
302,752
Other taxation and social security
291,920
-
0
Other creditors
5,096,135
1,536
Accruals and deferred income
517,707
535,661
20,034,820
5,869,370
19
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Other borrowings
20
1,500,012
-
0
NATIONAL FLOORCOVERINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
20
Loans and overdrafts
2024
2023
£
£
Other loans
10,550,000
-
0
Payable within one year
9,049,988
-
0
Payable after one year
1,500,012
-
0

The long-term loans are secured by fixed charges over the freehold property.

21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
438,000
492,500
Tax losses
(147,000)
-
Retirement benefit obligations
-
1,878,800
291,000
2,371,300
2024
Movements in the year:
£
Liability at 1 January 2024
2,371,300
Credit to profit or loss
(738,300)
Transfer on disposal
(1,342,000)
Liability at 31 December 2024
291,000
22
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
400,000
400,000
400,000
400,000
NATIONAL FLOORCOVERINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
23
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
135,146
145,491

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. This is the only scheme in operation following the sale of the defined benefit scheme,

24
Operating lease commitments
Lessee
2024
2023
£
£
Within one year
219,571
138,901
Between two and five years
496,881
468,099
In over five years
-
0
3,786
716,452
610,786
25
Related party transactions

The company is a wholly owned subsidiary of National Floorcoverings Group Limited, the consolidated accounts of which are publicly available. Accordingly, the company has taken advantage of the exemption in FRS 102 from disclosing transactions with members of the National Floorcoverings Group Limited group.

A management charge of £1,383,238 (2023: £316,000) was paid to MT Pass Holdings Limited.

MT Pass Holdings Limited was related to National Floorcoverings Limited during the year through common ownership.

At 31 December 2024, the following balance was owed by National Floorcoverings Limited, £1,747 (2023: £385) to Geofabrics Ltd.

Geofabrics Ltd was related to National Floorcoverings Limited during the year through common ownership.

NATIONAL FLOORCOVERINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
26
Ultimate controlling party

The company's immediate parent undertaking is National Floorcoverings Holdings Limited, a company incorporated in England and Wales.

 

The ultimate parent undertaking is Nimbus Investment Fund V Cooperatief U.A., a company incorporated in The Netherlands.

 

The most senior parent entity producing publicly available consolidated financial statements is National Floorcoverings Group Limited. These are available upon request from Wellington Mills, Huddersfield Road, Liversedge, United Kingdom, WF15 7FH.

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