REGISTERED NUMBER: 03917740 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

GALLERY DIRECT LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

6

Report of the Independent Auditors

8

Statement of Comprehensive Income

12

Balance Sheet

13

Statement of Changes in Equity

14

Notes to the Financial Statements

15

DIRECTORS:

P Delaney

M Maslo

J Schimmel

M Last

SECRETARIES:

Mrs E Maslo

Miss N Atkinson

REGISTERED OFFICE:

c/o Skyford

Eurolink Industrial Centre

Castle Road

Sittingbourne

Kent

ME10 3RN

REGISTERED NUMBER:

03917740 (England and Wales)

AUDITORS:

Sargeant Partnership Limited

Chartered Accountants

and Statutory Auditors

5 White Oak Square

London Road

Swanley

Kent

BR8 7AG

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

REVIEW OF BUSINESS

Gallery Direct Limited (the Company") is a design-led supplier of home décor and furnishings committed to providing its retail and trade customers with a complete furnishing solution. Following the relocation and consolidation of our warehouse operations, the company sold the Phillips building in December resulting in a book loss due to the reversal of the revaluation surplus of £6.7m. This loss has been treated as an exceptional item. The company’s underlying trading performance for 2024 was significantly better than 2023 with improvements seen in all areas covering revenue, margin and overheads. In addition, we are pleased to report that eight months into 2025 our trading and results are ahead of the same period in 2024.

The Directors are extremely grateful for the hard work, dedication and commitment of all of the staff at Gallery Direct who supported the Company during 2024. The strategy, investment and continued strong performance of the Company has created a strong platform upon which the Directors are working to take the company forward.

PRINCIPAL RISKS AND UNCERTAINTIES

Currency Risk

The company has exposure to the volatility of currency exchange rates, particularly US Dollars. The Directors continue to review this on a regular basis and mitigate with foreign exchange options where appropriate.

Supply Chain Disruption

Global logistics challenges may affect stock availability. Mitigated through diversified sourcing and forward purchasing strategies.

Cybersecurity Risk

Increased reliance on digital platforms raises cybersecurity exposure. Investment in regular IT audits and staff training mitigates this risk.

Credit Risk

In order to manage credit risk, where appropriate, the Directors set credit limits for customers based on a combination of payment history and third party credit references. Credit limits are reviewed on a regular basis in conjunction with the debt ageing and collection history.

SECTION 172(1) STATEMENT

The Directors, in line with their duties under s172 of the Companies Act 2006, act individually and collectively in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members, and in doing so have regard, amongst other matters, to the:

- Likely consequences of any decision in the long term

- Interests of the Company's employees

- Need to foster the Company's business relationships with suppliers, customers and others

- Impact of the Company's operations on the community and the environment

- Desirability of the Company maintaining a reputation for high standards of business conduct; and

- Need to act fairly as between members of the Company

The Directors' regard to these matters is embedded in their decision-making process, through the Company's business strategy, culture, management information flows and stakeholder engagement processes.

The Company's business strategy is focused on achieving success for the Company in the long-term. In setting this strategy, the Board consider the impact of relevant factors and stakeholder interests on the Company's performance. The Board also identifies principal risks facing the business and sets risk management objectives.

The Board promotes a culture of upholding the highest standards of business conduct. The Board recognises that building strong and lasting relationships with our stakeholders will help us to deliver our strategy in line with our long-term values and operate a sustainable business.

The Directors are supported in the discharge of their duties by:

- Processes which ensure the provision of timely management information and escalation through reporting lines to the Board from the Company's business areas, its risk and control functions and support teams.

- Agenda planning for Board meetings to provide sufficient time for the consideration and discussion of key matters.

Stakeholders

The Board understands the importance of engagement with its stakeholders and gives appropriate weighting to the outcome of its decisions for the relevant stakeholder in weighing up how best to promote the success of the Company. The Board regularly discusses issues concerning employees, customers, suppliers, its shareholders and the environment, which it takes into consideration in its discussions and in its decision-making process. In addition to this, the Board seeks to understand the interests and views of the Company's stakeholders by engaging with them directly when required. The below summarises the key stakeholders and how we engage with each:

Employees

Our employees contribute to a positive working culture and healthy working environment. Employees are key to the success of our business. In addition to aiming to be a responsible employer in our approach to pay and benefits, we continue to engage with our team to ascertain which training and development opportunities should be made available to improve our team's productivity and our individual employees' potential within the business.

Customers

Our customer service and sales teams build relationships with current and potential customers to understand their objectives and requirements. We are in regular contact with customers in order to meet their requirements. This includes update calls and face to face meetings and showroom events. As well as attendance at Trade Fairs to showcase our products and engage with new and existing customers.

Suppliers

We work with a wide range of suppliers in the UK and across the Far East. We remain committed to being fair and transparent in our dealings with our suppliers. The Group has systems and processes in place to ensure suppliers are paid in a timely manner.

Shareholders

The Board also seeks to behave in a responsible manner towards our shareholders. The Board communicates information relevant to its shareholders, such as its financial reporting.

Environment & Community

The Board act in an environmentally responsible way as part of its legal duty but going beyond environmental compliance makes good business sense and helps improve long term success by reducing energy consumption, minimising waste, using raw materials more efficiently and preventing pollution which enables cost cutting and efficiency improvement. Employees are encouraged to be environmentally responsible through awareness-raising signage.

The development of lighting containing LED technology that is more environmentally friendly than conventional lighting, consuming less power per unit of light emitted and reducing greenhouse gas emissions is encouraged by the Board.

On the basis of the above, the members of the Board consider, both individually and collectively, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006) in the decisions taken during the year ended 31 December 2024.

RESULTS AND PERFORMANCE

The results for the Company for the year are set out on page 12 show a loss on ordinary activities before taxation of £2.63m compared to the profit of £1.02m for 2023. Trading results during 2025 at the date of signing this report are currently ahead of the same period for 2024. The shareholders' funds of company total £8.9m compared to £10.8m in 2023.

FUTURE DEVELOPMENTS

The business continues to adapt to the fast-changing retail environment through a renewed and sharper focus on its customers, products and systems. Whilst trading conditions are expected to remain challenging, the Directors are confident that their plans will counteract any wider market malaise and deliver significant growth over the next few years and as mentioned above we have seen a very strong start to 2025.

FINANCIAL KEY PERFORMANCE INDICATORS

Sales revenue showed a decrease from the previous year, however the prior year includes a revenue stream that was transferred to a group company on 1st January 2024. Excluding the impact of this transfer sales grew by £1.2m in the year (an increase of 3.3%), which was generally in line with our expectations despite the ongoing market challenges. This is carefully monitored and the Directors anticipate improved performance in future years. Gross margins strengthened which was pleasing and met the Directors' expectations and management carefully monitor the level of stock turn within the business. The Directors are satisfied with the overall results of the business.

OTHER KEY PERFORMANCE INDICATORS

More detailed measures of profitability and cost control, together with non-financial key performance indicators included gauging the views of our customers and our people, are also used on a monthly basis to maintain control and promote constant improvement within the business.

ON BEHALF OF THE BOARD:

M Last - Director

29 September 2025

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

DIVIDENDS

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

DIRECTORS

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

P Delaney

M Maslo

J Schimmel

M Last

EXCEPTIONAL ITEM

The directors wish to highlight that the reported net loss for the year of £2.6m is primarily due to an exceptional, non recurring accounting adjustment relating to the disposal of the Phillips building property.

Under FRS 102, the company is not permitted to release the revaluation reserve through the profit and loss account. As a result, despite the property being sold above its original cost, the revaluation surplus of £6.7m was reversed directly to equity, giving rise to an apparent loss on disposal in the statement of comprehensive income of £4.1m included within the exceptional items.

This accounting treatment does not reflect the underlying trading performance of the business, which remains strong, as evidenced by the operating profit of £3.5m for the year, an increase of £1.7m compared to the prior year.

ENGAGEMENT WITH EMPLOYEES

The Company has continued its practice of keeping employees informed of matters affecting them as employees and the financial and economic factors affecting the performance of the Company.

Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and that appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

EMPLOYEE CONSULTATION

The Company places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Company. This is achieved through formal and informal meetings.

STREAMLINED ENERGY AND CARBON REPORTING

The Company's greenhouse gas emissions and energy usage data for the year is included in the group report within the consolidated financial statements of Gallery Direct 2013 Limited.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

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 company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Sargeant Partnership Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M Last - Director

29 September 2025

Opinion

We have audited the financial statements of Gallery Direct Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 company's affairs as at 31 December 2024 and of its 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 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 directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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 seven, 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 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.

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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISA's (UK).

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

- We obtained an understanding of the legal and regulatory frameworks applicable to the company and the sector in which they operate. We determined that the following laws and regulations were most significant: the Companies Act 2006, the UK Corporate Governance Code and UK corporate taxation laws.

-We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making inquiries to the management and directors. We corroborated our inquiries through our review of board minutes and papers provided to the audit engagement team.

-We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the audit engagement team included:

a) Identifying and assessing the design effectiveness of controls management has put in place to prevent and detect fraud;

b) Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

c) Challenging assumptions and judgements made by management in its significant accounting estimates;

d) Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations: and

e) Assessing the extent of compliance with the relevant laws and regulations.

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.

Joanne Brown (Senior Statutory Auditor)

for and on behalf of Sargeant Partnership Limited

Chartered Accountants

and Statutory Auditors

5 White Oak Square

London Road

Swanley

Kent

BR8 7AG

30 September 2025

TURNOVER

3

39,377,431

43,102,591

Cost of sales

30,235,218

34,774,412

GROSS PROFIT

9,142,213

8,328,179

Administrative expenses

5,593,258

6,499,724

3,548,955

1,828,455

Other operating income

-

11,270

OPERATING PROFIT

5

3,548,955

1,839,725

Exceptional Items

7

5,913,021

32,877

(2,364,066

)

1,806,848

Interest receivable and similar income

2,197

13,665

(2,361,869

)

1,820,513

Interest payable and similar expenses

8

264,563

799,466

(LOSS)/PROFIT BEFORE TAXATION

(2,626,432

)

1,021,047

Tax on (loss)/profit

9

(721,909

)

(938,922

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(1,904,523

)

1,959,969

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,904,523

)

1,959,969

FIXED ASSETS

Intangible assets

10

12,121

136,103

Tangible assets

11

3,853,900

17,780,791

Investments

12

1,290,158

850,353

5,156,179

18,767,247

CURRENT ASSETS

Stocks

13

9,073,982

6,789,418

Debtors

14

13,577,967

12,435,637

Cash at bank and in hand

1,642,243

299,179

24,294,192

19,524,234

CREDITORS

Amounts falling due within one year

15

11,912,730

15,125,507

NET CURRENT ASSETS

12,381,462

4,398,727

TOTAL ASSETS LESS CURRENT LIABILITIES

17,537,641

23,165,974

CREDITORS

Amounts falling due after more than one year

16

8,648,291

12,372,101

NET ASSETS

8,889,350

10,793,873

CAPITAL AND RESERVES

Called up share capital

21

151,500

151,500

Share premium

22

50,949

50,949

Revaluation reserve

22

-

6,711,040

Retained earnings

22

8,686,901

3,880,384

SHAREHOLDERS' FUNDS

8,889,350

10,793,873

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

M Last - Director

Called up

share

Retained

Share

Revaluation

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

151,500

1,920,415

50,949

6,711,040

8,833,904

Changes in equity

Total comprehensive income

-

1,959,969

-

-

1,959,969

Balance at 31 December 2023

151,500

3,880,384

50,949

6,711,040

10,793,873

Changes in equity

Total comprehensive income

-

4,806,517

-

(6,711,040

)

(1,904,523

)

Balance at 31 December 2024

151,500

8,686,901

50,949

-

8,889,350

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about Gallery Direct Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Gallery Direct 2013 Limited, C/o Gallery Direct Ltd, Castle Road, Eurolink Commercial Park, Sittingbourne, Kent, ME10 3RN.

Related party exemption

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

Critical accounting judgements and key sources of estimation uncertainty

In the preparation of the financial statements, the directors are required to make judgements, estimates and assumptions that affect the amounts reported. Actual outcomes may differ. The following areas involve significant judgement or estimation:

Valuation of freehold properties

The company holds freehold properties at fair value under the revaluation model in accordance with FRS 102. Management exercises judgement in determining the appropriate valuation methodology and the frequency of revaluations. External independent valuers are engaged periodically, but interim valuations may be carried out internally.

Estimates include assumptions about market conditions, comparable property prices, and the expected useful economic life. Given the nature of property markets, these inputs can involve a high degree of estimation uncertainty, particularly during periods of economic volatility.

Useful economic lives of tangible fixed assets

The company estimates the useful economic lives and residual values of fixed assets based on historical experience and expectations for future use. These estimates are reviewed annually. Changes in usage patterns, technological advances, or market conditions may require revisions, which could have a material impact on depreciation charges.

Impairment of intercompany loans

The company assesses the recoverability of loans due from group undertakings by considering the financial position and expected future cash flows of the counterparty. This assessment requires judgement around the timing and amount of repayments, the financial health of the related entity, and the likelihood of future profitability or external support.

Where there is evidence of impairment, the company estimates the amount that is expected to be recoverable. These estimates involve significant uncertainty, particularly where the subsidiary has limited trading history or is dependent on future funding.

Stock provisions

The company have considered whether there are indications that stock may have suffered an impairment at the reporting date as required by FRS 102. Management review the ageing of individual stock items held at the year end and assign a provision against the stock lines that are considered impaired.

Impairment of intangible assets

The company reviews intangible assets, including goodwill and trademarks, for indicators of impairment at each reporting date. This requires judgement in assessing whether such indicators exist, including consideration of legal factors, market conditions, and the financial performance of the related business units.

Where indicators are identified, the company estimates the recoverable amount based on value in use or fair value less costs to sell, which involves significant estimation uncertainty. Key assumptions may include forecast cash flows, discount rates, and expected growth rates, all of which are inherently uncertain and could materially affect the outcome of the impairment review.

Bad debt provision

The company assesses trade debtor balances for indicators of impairment at each reporting date, as required by FRS 102. This involves a combination of judgement and estimation, particularly in relation to overdue accounts.

Balances are reviewed regularly against the credit terms in place. A provision is made where there is material uncertainty regarding recoverability, based on factors such as age of the debt, customer financial position, historical default rates, and specific circumstances relating to each debtor.

Provisions for customer rebates and credit notes

The calculation behind the provision required for customer rebates is primarily based on signed customer agreements and in the absence of a signed agreement an informed estimate is made using prior year customer trading terms or activity.

The calculation behind the provision required for credit notes is based upon known invoice disputes that the company believes will result in a valid claim. The provision also contains an estimate for potential credit notes relating to stock returns, the estimate is established from customer correspondence and prior year activity.

Provisions for customer rebates and credit notes have been included in other creditors.

Turnover

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

Turnover represents the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company's principal activity. Turnover excludes value added tax.

The company recognises revenue when (a) the significant risks and rewards of ownership have been transferred to the buyer, (b) the company retains no continuing involvement or control over the goods, (c) the amount of revenue can be measured reliably and (d) it is probable that future economic benefits will flow to the entity.

Goodwill

Goodwill, being the amounts paid in connection with the acquisition of a business in 2003 and 2014, is being amortised in both cases evenly over its estimated useful life. This being 20 years for the 2003 purchase and 10 years in respect of the purchase of Frank Hudson Limited in 2014.

Trademarks

Trademarks relate to community trade marks that the company purchased in 2014 and brand related trademarks.

The community trade marks are being amortised evenly over their estimated useful life of 10 year, whereas other trade marks are being amortised over their estimated useful life of 5 years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Freehold property

-

not provided

Improvements to property

-

33% per annum on cost, 5% per annum on cost and 2% per annum on cost

Plant and machinery

-

25% per annum on cost, 20% per annum on cost and 15% per annum on cost

Fixtures, fittings & equipment

-

33% per annum on cost, 25% per annum on cost, 15% per annum on cost, 10% per annum on cost, 5% per annum on cost and Straight line basis over useful lives

Motor vehicles

-

20% per annum on cost and Straight line basis over useful lives

Freehold property is held at revalued amount, based on fair value at the date of revaluation, less impairment.

Revaluations are carried out regularly to ensure that the carrying value remains up to date. Increases in value are recognised in other comprehensive income and held in a revaluation reserve, unless they reverse a previous decrease charged to profit and loss. Decreases in value are charged to the profit and loss account, unless they reverse a previous revaluation gain.

The property is reviewed annually for signs of impairment.

Investments in subsidiaries

Investment in subsidiary undertakings are recognised at cost, less accumulated impairment.

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Pension costs and other post-retirement benefits

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

Functional currency

The functional currency of the Company is the Great British Pound ("GBP ").

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates.

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.

Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods.

Cash & cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short-term deposits with an original maturity date of three months or less.

3.

TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

37,156,353

41,472,291

Rest of world

1,128,632

985,262

Europe

1,092,446

645,038

39,377,431

43,102,591

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

5,653,691

5,961,021

Social security costs

336,386

539,756

Other pension costs

107,788

95,744

6,097,865

6,596,521

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

2024

2023

Directors

4

4

Transport

39

45

Warehouse

9

11

Administration

60

74

Quality Control

8

8

120

142

2024

2023

£

£

Directors' remuneration

233,196

158,711

5.	OPERATING PROFIT

The operating profit is stated after charging:

2024

2023

£

£

Depreciation - owned assets

255,663

360,240

Depreciation - assets on hire purchase contracts

172,933

67,777

Loss on disposal of fixed assets

-

1,984

Goodwill amortisation

120,244

190,823

Trademarks amortisation

3,738

3,042

6.	AUDITORS' REMUNERATION

During the year, the company obtained the following services from the Company's auditors:

2024

2023

£

£

Fees payable to the Company's auditors for the annual audit

26,810

40,770

Fees payable to the Company's auditors for the following non audit work:

- P11D's & payroll

18,224

14,730

7.	EXCEPTIONAL ITEMS

2024

2023

£

£

Exceptional Items

(5,913,021

)

(32,877

)