REGISTERED NUMBER: 02965838

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

for

TIMOTHY OULTON UNITED KINGDOM LIMITED

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:

J H Dilley

J E Leach

E S Haslam

M J Durbridge

SECRETARY:

Dentons Secretaries Ltd

REGISTERED OFFICE:

Bluebird

350 Kings Road

Chelsea

London

SW3 5UU

REGISTERED NUMBER:

02965838

AUDITORS:

Thorne Lancaster Parker

Chartered Accountants &

Statutory Auditors

5th Floor

Palladium House

1-4 Argyll Street

London

W1F 7TA

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

Turnover of the company represents sales of furniture to individuals and trade customers, made through the parent company's Timothy Oulton retail galleries and timothyoulton.com website.

The Group operated three Timothy Oulton galleries in the United Kingdom as of 31 December 2024 (31 December 2023: four galleries).

Group turnover decreased in the year ended 31 December 2024 to £8.3 million (2023: £13.2 million).

Group turnover from core activities (being the sale of furniture) in the year ended 31 December 2024 totalled £8.3 million (2023: £9.0 million).

Gross turnover from non-core activities in the year ended 31 December 2024 (being the sale of room accommodation, food and beverages) was nil (2023: £4.2 million).

Non-core activities ceased in January 2024 following the parent company's completion of a transaction with a third party to sell its entire equity interest in its subsidiary, Halo HM UK Limited (a hotel management company). This transaction was strategically important for the wider Group as it enabled its focus to return to its core furniture business. It also resulted in a one-off gain on the disposal of a subsidiary of £0.1 million (please refer to note 6).

Group gross profit for the year ended 31 December 2024 was £4.8 million (2023: £8.5 million), representing a gross profit margin of 58.0% (2023: 65.4%). The reduction was primarily attributable to the change in the mix of business in 2024 compared to 2023.

The Group narrowed its operating loss during the year ending 31 December 2024 to £1.2 million (2023: an operating loss of £2.5 million). Excluding depreciation and amortisation of goodwill (both of which are included within the operating loss), the loss in the year ended 31 December 2024 was £0.6 million (2023: loss of £1.6 million).

Whilst management believes that the macro environment for UK consumer spending will continue to be challenging in 2025, it is confident that the offering of the group, its position in the market and operational enhancements planned should result in an ongoing improvement in performance.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk and uncertainty facing the group is the threat of a continued global economic downturn, particularly in Europe, continuing to impact consumer confidence and spending and therefore putting pressure on the group's ability to achieve its objectives. However, management continues to support footfall with careful consideration of marketing and advertising strategies and looking at new initiatives to maintain margins.

CURRENCY RISKS

The company is exposed to translation and foreign exchange risk. These risks are mitigated, where possible, by undertaking transactions with overseas customers and suppliers in £ sterling. However, the Directors continue to monitor this situation as well as exchange rate volatility.

LIQUIDITY AND CASH FLOW RISK

The group seeks to manage liquidity risk by ensuring sufficient cash is available to meet forecasts and to invest cash assets safely and profitably. Financial support is also available from the immediate parent company.

GOING CONCERN

The Group made a loss in the year of £1,477,779, has net liabilities of £8,750,269 and net current liabilities of £9,046,882 which £9,774,204 is owed to related parties as described in the note below. The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

The directors have prepared projected cash flow information up to 31 December 2026, being the end of the next financial year and more than twelve months from the date of their approval of these financial statements. These projections reflect their latest view of the retail market and the speed of its recovery, taking into account the company's trading and other macro-economic factors.

Those forecasts are dependent on the Group's immediate parent, Timothy Oulton International Franchise Limited, not seeking repayment of the amounts currently due from the Group. As at 31 December 2024 this amounted to £9,739,204. Another related party, Halo BVI (II) Limited, also provided financial support during that period. Both Timothy Oulton International Franchise Limited and Halo BVI (II) Limited have indicated their intention to make available such funds as might be needed by the Group for the period covered by the forecasts, as the Group fits into the strategy of future growth. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Consequently, the directors are confident that the Group will have sufficient funds to continue to meet its liabilities as they fall due from the date of approval of the financial statements through to at least twelve months from the date of their approval of these financial statements and therefore have prepared the financial statements on a going concern basis.

ON BEHALF OF THE BOARD:

J H Dilley - Director

30 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

J E Leach

E S Haslam

M J Durbridge

Other changes in directors holding office are as follows:

J K D Simmons - resigned 12 August 2024

J H Dilley - appointed 12 August 2024

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, Thorne Lancaster Parker, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J H Dilley - Director

30 September 2025

Opinion

We have audited the financial statements of Timothy Oulton United Kingdom Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 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 December 2024 and of the group's loss 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.

Emphasis of matter

We draw attention to the disclosures in the strategic report and note 2 to the financial statements in relation to going concern which describes how the company is in both a net current liability and net liability position and is reliant on the support of it's parent and fellow subsidiaries. Our opinion is not modified in this respect.

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 irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and

determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006) and compliance with the relevant direct and indirect tax regulation in the United Kingdom. In addition, the Company has to comply with laws and regulations relating to its operations, including UK employment laws, health and safety, and GDPR.

- We understood how Timothy Oulton United Kingdom Limited and its subsidiaries are complying with those frameworks by making enquires with

management and those charged with governance to understand how the Company maintains and communicates policies and procedures in these areas. We understood any controls put in place by management to reduce the opportunities of fraudulent transactions.

- We assessed the susceptibility of the company's financial statements to material misstatements including how fraud

might occur through internal team conversations and inquiry of management and those charged with governance.

Through these procedures we determined there to be a risk of management override associated with revenue and a fraud risk around transactions at the year end. We have performed tests of detail, including understanding of the nature of the transactions, verifying that the margin is appropriate, and verifying the clerical accuracy of the revenue recognised. In relation to management override, we selected a sample from the entire population of journals, including manual journals, identifying specific transactions which did not meet our expectations, in order to investigate, understand and agree to source documentation. We selected a sample of revenue transactions recorded before the year end and obtained documentation to verify that revenue adjustments had been recorded in the appropriate period.

- Based on this understanding we designed our audit procedures to identify non-compliance with such laws and

regulations. Our procedures involved verifying that material transactions are recorded in compliance with FRS 102 and where appropriate Companies Act 2006. Compliance with other operational laws and regulations were covered through our inquiry with no indication of non-compliance identified.

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.

Neil Usher BA(Hons) FCA (Senior Statutory Auditor)

for and on behalf of Thorne Lancaster Parker

Chartered Accountants &

Statutory Auditors

5th Floor

Palladium House

1-4 Argyll Street

London

W1F 7TA

30 September 2025

TURNOVER

3

8,250,229

13,203,721

Cost of sales

(3,463,770

)

(4,697,680

)

GROSS PROFIT

4,786,459

8,506,041

Administrative expenses

(6,305,483

)

(11,370,659

)

(1,519,024

)

(2,864,618

)

Other operating income

314,738

405,399

OPERATING LOSS

5

(1,204,286

)

(2,459,219

)

Exceptional items

6

4,865

(572,777

)

(1,199,421

)

(3,031,996

)

(Loss)/profit from interest in

associated undertakings

-

(79,913

)

Interest receivable and similar income

337

1,824

(1,199,084

)

(3,110,085

)

(Loss)/gain on waiver

of amounts owed by Group

undertakings

7

(274,961

)

4,029,988

(1,474,045

)

919,903

Interest payable and similar expenses

8

(3,734

)

-

(LOSS)/PROFIT BEFORE TAXATION

(1,477,779

)

919,903

Tax on (loss)/profit

9

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(1,477,779

)

919,903

(Loss)/profit attributable to:

Owners of the parent

(1,477,779

)

919,903

(LOSS)/PROFIT FOR THE YEAR

(1,477,779

)

919,903

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,477,779

)

919,903

Total comprehensive income attributable to:

Owners of the parent

(1,477,779

)

919,903

FIXED ASSETS

Intangible assets

11

207,344

410,525

Tangible assets

12

117,384

494,240

Investments

13

Interest in associate

-

258,441

324,728

1,163,206

CURRENT ASSETS

Stocks

14

1,373,504

2,059,644

Debtors

15

1,212,085

3,920,376

Cash at bank and in hand

374,821

378,285

2,960,410

6,358,305

CREDITORS

Amounts falling due within one year

16

(12,007,292

)

(14,764,149

)

NET CURRENT LIABILITIES

(9,046,882

)

(8,405,844

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(8,722,154

)

(7,242,638

)

CREDITORS

Amounts falling due after more than one year

17

(25,032

)

(26,769

)

PROVISIONS FOR LIABILITIES

20

(3,083

)

(3,083

)

NET LIABILITIES

(8,750,269

)

(7,272,490

)

CAPITAL AND RESERVES

Called up share capital

21

5,000,000

5,000,000

Capital redemption reserve

22

1

1

Retained earnings

22

(13,750,270

)

(12,272,491

)

SHAREHOLDERS' FUNDS

(8,750,269

)

(7,272,490

)

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

J H Dilley - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

106,593

480,443

Investments

13

999,915

1,390,123

1,106,508

1,870,566

CURRENT ASSETS

Stocks

14

1,168,462

1,803,019

Debtors

15

1,371,274

3,446,231

Cash at bank and in hand

307,918

113,617

2,847,654

5,362,867

CREDITORS

Amounts falling due within one year

16

(11,644,894

)

(12,756,317

)

NET CURRENT LIABILITIES

(8,797,240

)

(7,393,450

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(7,690,732

)

(5,522,884

)

PROVISIONS FOR LIABILITIES

20

(3,083

)

(3,083

)

NET LIABILITIES

(7,693,815

)

(5,525,967

)

CAPITAL AND RESERVES

Called up share capital

21

5,000,000

5,000,000

Capital redemption reserve

1

1

Retained earnings

(12,693,816

)

(10,525,968

)

SHAREHOLDERS' FUNDS

(7,693,815

)

(5,525,967

)

Company's (loss)/profit for the financial year

(2,167,848

)

1,868,012

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 30 September 2025 and were signed on its behalf by:

J H Dilley - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1 January 2023

5,000,000

(13,192,394

)

1

Profit for the year

-

919,903

-

Total comprehensive income

-

919,903

-

5,000,000

(12,272,491

)

1

Acquisition of non-controlling interest

-

-

-

Balance at 31 December 2023

5,000,000

(12,272,491

)

1

Deficit for the year

-

(1,477,779

)

-

Total comprehensive income

-

(1,477,779

)

-

Balance at 31 December 2024

5,000,000

(13,750,270

)

1

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2023

(8,192,393

)

(32,740

)

(8,225,133

)

Profit for the year

919,903

-

919,903

Total comprehensive income

919,903

-

919,903

(7,272,490

)

(32,740

)

(7,305,230

)

Acquisition of non-controlling interest

-

32,740

32,740

Balance at 31 December 2023

(7,272,490

)

-

(7,272,490

)

Deficit for the year

(1,477,779

)

-

(1,477,779

)

Total comprehensive income

(1,477,779

)

-

(1,477,779

)

Balance at 31 December 2024

(8,750,269

)

-

(8,750,269

)

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

5,000,000

(12,393,980

)

1

(7,393,979

)

Changes in equity

Profit for the year

-

1,868,012

-

1,868,012

Total comprehensive income

-

1,868,012

-

1,868,012

Balance at 31 December 2023

5,000,000

(10,525,968

)

1

(5,525,967

)

Changes in equity

Deficit for the year

-

(2,167,848

)

-

(2,167,848

)

Total comprehensive income

-

(2,167,848

)

-

(2,167,848

)

Balance at 31 December 2024

5,000,000

(12,693,816

)

1

(7,693,815

)

Cash flows from operating activities

Cash generated from operations

1

60,043

137,114

Interest paid

(3,734

)

-

Tax paid

-

12,479

Net cash from operating activities

56,309

149,593

Cash flows from investing activities

Purchase of tangible fixed assets

(56,205

)

(111,893

)

Purchase of fixed asset investments

-

(200,000

)

Interest received

337

1,824

Net cash from investing activities

(55,868

)

(310,069

)

Cash flows from financing activities

Loan repayments in year

(3,905

)

(6,417

)

Net cash from financing activities

(3,905

)

(6,417

)

Decrease in cash and cash equivalents

(3,464

)

(166,893

)

Cash and cash equivalents at beginning of year

2

378,285

545,178

Cash and cash equivalents at end of year

2

374,821

378,285

1.	RECONCILIATION OF OPERATING LOSS TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Operating loss

(1,204,286

)

(2,459,219

)

Depreciation charges

418,257

568,955

Loss on disposal of fixed assets

916

-

Amortisation

203,181

315,233

Exceptional items

-

86,497

(581,932

)

(1,488,534

)

Decrease/(increase) in stocks

686,140

(142,088

)

Decrease in trade and other debtors

2,708,291

3,514,849

Decrease in trade and other creditors

(2,752,456

)

(1,747,113

)

Cash generated from operations

60,043

137,114

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 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

374,821

378,285

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

378,285

545,178

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

378,285

(3,464

)

374,821

378,285

(3,464

)

374,821

Debt

Debts falling due within 1 year

(9,375

)

2,141

(7,234

)

Debts falling due after 1 year

(26,769

)

1,737

(25,032

)

(36,144

)

3,878

(32,266

)

Total

342,141

414

342,555