Gallery Direct Holdings Limited - Limited company accounts 25.1

REGISTERED NUMBER: 05790471 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

GALLERY DIRECT HOLDINGS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

J Schimmel

M Maslo

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:

05790471 (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

The company is a non-trading company whose immediate parent company is Gallery Direct 2013 Limited.

The company owns the whole of the share capital in Gallery Direct Limited and in Dreamworks Beds Limited.

The company also owns the whole share capital of Gallery Direct (Australia) Pty.

During the year, there were no significant changes in the company's activity. The performance and position of the group are driven by the trading results of its subsidiaries. The company continues to monitor the performance of its investments to ensure the continued success of the group as a whole.

KEY PERFORMANCE INDICATORS (KPIs)

The directors do not consider the use of specific key performance indicators to be necessary for an understanding of the development, performance or position of the company due to the non-trading nature of its operations.

PRINCIPAL RISKS AND UNCERTAINTIES

As a holding company, the main risks and uncertainties faced by the company relate to the performance of its subsidiaries. The directors regularly assess financial and operational risks at both the company and group level to ensure appropriate action is taken where necessary.

The company’s main financial exposures relate to intercompany balances and investments in subsidiaries. The directors consider the key risks to be credit risk relating to the recoverability of intercompany receivables and investment impairment. The company does not have material exposure to market or liquidity risks.

SECTION 172(1) STATEMENT

In accordance with Section 172 of the Companies Act 2006, the directors confirm 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.

As a holding company, the key decisions made during the year related to group oversight and financing arrangements. The directors considered the likely long-term consequences of these decisions and their impact on stakeholders, particularly shareholders and subsidiary companies.

Stakeholder engagement is primarily conducted through board meetings and direct communication with the group's subsidiaries. The directors also take into account the interests of other stakeholders indirectly affected by group decisions, such as employees of subsidiary undertakings, customers, and suppliers.

RESULTS AND PERFORMANCE

The company had no trading income during the year but was subject to audit fees and a profit and loss account setting out the results for the year is on page 10.

The shareholders' funds of the company total was a deficit of £127k (2023: £125k). It was decided not to vote a dividend to the ultimate parent company during the period.

FUTURE DEVELOPMENTS

The directors expect the company to continue in its current role as a non-trading holding company. No significant changes are anticipated in the foreseeable future.

ON BEHALF OF THE BOARD:

M Last - Director

30 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.

J Schimmel

M Maslo

M Last

STREAMLINED ENERGY AND CARBON REPORTING

The company consumed less than 40,000 kWh of energy during the reporting period and is therefore exempt from detailed energy and carbon reporting under the Streamlined Energy and Carbon Reporting (SECR) framework.

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

30 September 2025

Opinion

We have audited the financial statements of Gallery Direct Holdings 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 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 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

-

Administrative expenses

2,250

8,709

OPERATING LOSS

4

(2,250

)

(8,709

)

Exceptional Costs

5

-

133,748

LOSS BEFORE TAXATION

(2,250

)

(142,457

)

Tax on loss

6

-

LOSS FOR THE FINANCIAL YEAR

(2,250

)

(142,457

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE
INCOME FOR THE YEAR

(2,250

)

(142,457

)

FIXED ASSETS

Investments

8

1,931,198

CURRENT ASSETS

Debtors

9

280,977

NET CURRENT ASSETS

280,977

TOTAL ASSETS LESS CURRENT
LIABILITIES

2,212,175

CREDITORS

Amounts falling due after more than one
year

10

2,339,629

2,337,379

NET LIABILITIES

(127,454

)

(125,204

)

CAPITAL AND RESERVES

Called up share capital

12

100,000

Share premium

13

733,886

Retained earnings

13

(961,340

)

(959,090

)

SHAREHOLDERS' FUNDS

(127,454

)

(125,204

)

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:

M Last - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

Balance at 1 January 2023

100,000

(816,633

)

733,886

17,253

Changes in equity

Total comprehensive income

-

(142,457

)

-

(142,457

)

Balance at 31 December 2023

100,000

(959,090

)

733,886

(125,204

)

Changes in equity

Total comprehensive income

-

(2,250

)

-

(2,250

)

Balance at 31 December 2024

100,000

(961,340

)

733,886

(127,454

)

1.	STATUTORY INFORMATION

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

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:

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.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost, less any impairment.

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.

Functional currency

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.

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.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

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

2024

2023

Directors

3

2024

2023

£

Directors' remuneration

-

4.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£

Auditors' remuneration

2,250

1,950

Foreign exchange differences

-

6,759

5.	EXCEPTIONAL ITEMS

2024

2023

£

Exceptional Costs

-

(133,748

)

The exceptional costs in 2023 relate to the write off of the investment and intercompany loan of subsidiary company Gallery Direct Australia as the company went into liquidation on the 21st December 2023.

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

7.	SUBSIDIARY COMPANIES

Company

Shares %

Country

Gallery Direct Limited

100%

UK

Dreamworks Beds Limited

100%

UK

Gallery Direct (Australia) Pty Limited

100%

Australia

All of the above companies results are included in the consolidated financial statements of the ultimate parent company, Gallery Direct 2013 Limited.

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

1,931,198

NET BOOK VALUE

At 31 December 2024

1,931,198

At 31 December 2023

1,931,198

9.

DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN
ONE YEAR

2024

2023

£

Amounts owed by group undertakings

280,977

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN
ONE YEAR

2024

2023

£

Amounts owed to group undertakings

624,389

622,139

Amounts owed to associates

1,715,240

2,339,629

2,337,379

11.	SECURED DEBTS

Both National Westminster Bank Plc and RBS Invoice Finance Limited hold fixed and floating charges over all of the assets of the company.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

100,000

Ordinary

£1

100,000

13.

RESERVES

Retained

Share

earnings

premium

Totals

£

At 1 January 2024

(959,090

)

733,886

(225,204

)

Deficit for the year

(2,250

)

(2,250

)

At 31 December 2024

(961,340

)

733,886

(227,454

)

14.	ULTIMATE PARENT COMPANY

The Ultimate parent company is Gallery Direct 2013 Limited.

15.	RELATED PARTY DISCLOSURES

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.

M Maslo a director of Gallery Direct Holdings Limited is also a director of a company called NLC Group of Companies Limited, previously known as The National Lighting Company Limited, a company incorporated in England and Wales.

At the balance sheet date, Gallery Direct Holdings Limited owed the consolidated group £1,570,301 (2023:£1,570,301) by way of an associated company loan.

I Weiler a director of Gallery Direct 2013 Limited, the ultimate parent company is also a director of a company called Oakriver Limited, a company incorporated in England and Wales.

At the balance sheet date Gallery Direct Holdings Limited owed Oakriver Limited £144,939 (2023: £144,939).

16.	KEY MANAGEMENT

M Maslo

Director/Chairman

M Last

Managing Director/CEO

P Delaney

Sales Director

J Hudson

Commercial Director

C Aldous

Operations Director

N Atkinson

Finance Director

17.	GOING CONCERN

The company is showing a negative balance sheet, however, they have the full support of the wider group which has sufficient cash and liquidity to fund the operation if necessary. The directors have also assessed the ability of the group to provide the support. Having considered all of the above the accounts have been prepared on the going concern basis.