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REGISTERED NUMBER: 08339591 (England and Wales)











GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

GALLERY DIRECT 2013 LIMITED

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 8

Report of the Independent Auditors 11

Consolidated Income Statement 15

Consolidated Other Comprehensive Income 17

Consolidated Balance Sheet 18

Company Balance Sheet 19

Consolidated Statement of Changes in Equity 20

Company Statement of Changes in Equity 21

Consolidated Cash Flow Statement 22

Notes to the Consolidated Cash Flow Statement 23

Notes to the Consolidated Financial Statements 25


GALLERY DIRECT 2013 LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2024







DIRECTORS: M Maslo
J Schimmel
I L Weiler
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: 08339591 (England and Wales)



SENIOR STATUTORY
AUDITOR:
Joanne Brown



AUDITORS: Sargeant Partnership Limited
Chartered Accountants
and Statutory Auditors
5 White Oak Square
London Road
Swanley
Kent
BR8 7AG

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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

REVIEW OF BUSINESS
Gallery Direct 2013 Limited is a non-trading company. The company owns the whole of the share capital of Gallery Direct Holdings Limited, who in turn owns the whole of the share capital in Gallery Direct Limited, Dreamworks Beds Limited, and Gallery Direct (Australia) Pty Limited. Gallery Direct 2013 Limited is the ultimate parent company of Gallery Direct Limited, Dreamworks Beds Limited, Gallery Direct (Australia) Pty Limited, Frank Hudson Limited and Art Marketing Limited.

Gallery Direct Holdings Limited & Frank Hudson Limited are non-trading company. Gallery Direct Limited, Dreamworks Beds Limited and Art Marketing Limited are trading companies. Gallery Direct (Australia) Pty Limited is in liquidation.

Gallery Direct Limited 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.

Dreamworks Beds Limited manufactures a broad range of upholstered product, mattresses and beds which it supplies to its parent company for onward sale to leading UK retailers and other commercial customers. In the year ended 31 December 2024 the Company made a post tax loss of £253k (2023: £1,236k). The company has continued to invest in the development of a number of new product ranges for its key customers and these have been successfully launched during 2024. The Company also undertook a number of actions to restructure its cost base, these actions together with its new product ranges have resulted in a much improved trading result during 2024. There is cautious optimism for further improved results in the 2025 financial year.

Gallery Direct (Australia) Pty Limited was placed into liquidation on 21st December 2023, due to continuous poor trading results.

The Group's underlying trading performance for 2024 was significantly better than 2023 with improvements seen in all areas covering revenue, margin and overheads.


GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

PRINCIPAL RISKS AND UNCERTAINTIES
Currency Risk
The Group 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.


GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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 Group 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 Group's employees
- Need to foster the Group's business relationships with suppliers, customers and others
- Impact of the Group's operations on the community and the environment
- Desirability of the Group maintaining a reputation for high standards of business conduct; and
- Need to act fairly as between members of the Group

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

The Group's business strategy is focused on achieving success for the Group in the long-term. In setting this strategy, the Board consider the impact of relevant factors and stakeholder interests on the Group'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 Group'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 Group. 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 Group'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.






GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024


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 Group 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.


GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

RESULTS AND PERFORMANCE
Gallery Direct (2013) Ltd had no trading income during the year but was subject to audit fees and other professional fees.

The shareholders' funds of the Gallery Direct (2013) Limited total £4,145 deficit (2023: £13,855) in their individual accounts.

Gallery Direct Holdings Limited did not trade during 2024 but incurred an audit fee which has been included in the profit and loss account within their accounts.

The shareholders' funds of the Gallery Direct Holdings Limited is a £127,454 deficit (2023: £125,204 deficit) in their accounts.

Frank Hudson Limited remained dormant during 2024 following the transfer of its trade into Gallery Direct Limited in 2015.

Gallery Direct Limited continued to trade during 2024 and the results for the company for the year as set out on page 12 of their accounts show a loss on ordinary activities before taxation of £2.6m (2023: £1.0m profit).

The shareholders' funds of Gallery Direct Limited total £8.9m (2023: £10.8m) in their accounts.

Dreamworks Beds Limited continued to trade during 2024 and the results for the company for the year as set out on page 8 of their accounts show a loss on ordinary activities before taxation of £250k (2023: £1.3m). As described above, we expect Dreamworks to have an improved trading result during 2025.

Art Marketing Limited continued to trade during 2024 and the results for the company for the year as set out on page 8 of their accounts show a profit on ordinary activities before taxation of £170k (2023: £55k loss).

BUSINESS ENVIRONMENT
Gallery Direct Limited, Dreamworks Beds Limited and Art Marketing Limited trade within the UK and the rest of the world. Within the UK the Home Furnishings/Home Décor sector is very competitive. The Group is well established in these sectors and the companies are able to offer a diverse range of products to sell into these markets.

STRATEGY
The Group will continue to hold investments in other companies and support these companies.

Gallery Direct Limited, Dreamworks Beds Limited and Art Marketing Limited will continue to explore ways to innovate and expand its offer across the sector in which it operates. Regular reviews of the product offer are undertaken and potential new markets explored.

Gallery Direct Limited, Dreamworks Beds Limited and Art Marketing Limited will continue to consolidate their position and concentrate their efforts on achieving maximum growth in existing market segments. They aim to improve efficiency in all areas of their operations and to control operating costs whilst at the same time growing the businesses further.

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.


GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

FINANCIAL KEY PERFORMANCE INDICATORS
For the main trading company Gallery Direct Limited the 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 Group.

ON BEHALF OF THE BOARD:





M Last - Director


30 September 2025

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2024

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.

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

M Maslo
J Schimmel
I L Weiler
M Last

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

Under FRS 102, the Group 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 Group, which remains strong, as evidenced by the operating profit of £3.4m for the year, an increase of £3.0m compared to the prior year.

ENGAGEMENT WITH EMPLOYEES
The Group 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 Group.

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 Group continues and that appropriate training is arranged. It is the policy of the Group 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 Group 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
Group. This is achieved through formal and informal meetings.

STREAMLINED ENERGY AND CARBON REPORTING
Here follows the data prepared for Streamlined Energy and Carbon reporting requirements. These figures are for Gallery Direct Limited alone as none of the remaining group companies have use energy above 40 MWh during the period.

Jan 2024 - Dec 2024 Jan 2023 - Dec 2023
Energy consumption kWh kWh
Aggregate of energy consumption in the year 190,490.11 276,342.02


GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2024


Emissions of CO2 equivalent 2024 metric tonnes 2023 metric tonnes
Scope 1 - direct emissions 0.00 (No on-site
combustion of fuel for
heating)
0.00 (No on-site
combustion of fuel for
heating)

- Fuel consumed for owned transport 1,149.20 1,596.45

Scope 2 - indirect emissions
- Electricity purchased 39.28 53.42
- Gas purchased 0.15 3.39

Total gross emissions 1,188.62 1,653.26

Intensity ratio
Intensity ratio: tCO2 / Revenue (£'000) 0.00003 0.00004

Quantification and reporting methodology
We have followed the 2019 HM Government Environmental Reporting Guidelines: including Streamlined Energy and Carbon Reporting and Greenhouse Gas Reporting. We have also used the GHG Reporting Protocol - Corporate Standard and have used the 2024 UK Government's Conversion Factors for Company Reporting.

Intensity measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes C02e per Revenue (£'000), the recommended ratio for the sector.

Measures taken to improve energy efficiency:

Transport and Logistics
- Route optimisation for delivery vehicles to reduce fuel consumption.
- Consolidation of shipments to reduce frequency and emissions from transport.
- Investment in electric or hybrid company vehicles where practical.

Employee Engagement and Behavioural Changes
- Staff training on energy-efficient practices in offices.
- Implementation of energy-saving policies (e.g. powering down equipment when not in use).

Procurement and Supply Chain
- Switching to sustainably sourced timber (e.g., FSC-certified), reducing lifecycle carbon footprint.


GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 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;
- 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 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group'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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GALLERY DIRECT 2013 LIMITED

Opinion
We have audited the financial statements of Gallery Direct 2013 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.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GALLERY DIRECT 2013 LIMITED


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 ten, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GALLERY DIRECT 2013 LIMITED


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 consolidated 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 consolidated 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 group 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 group 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 Group's consolidated 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GALLERY DIRECT 2013 LIMITED


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

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024 2024 2024
Continuing Discontinued Total
Notes £    £    £   

TURNOVER 3 47,725,363 - 47,725,363
Cost of sales (35,124,422 ) - (35,124,422 )
GROSS PROFIT 12,600,941 - 12,600,941

Administrative expenses (9,327,245 ) - (9,327,245 )
3,273,696 - 3,273,696

Other operating income 157,127 - 157,127


OPERATING PROFIT 5 3,430,823 - 3,430,823

Exceptional Items 7 (5,318,517 ) - (5,318,517 )
(1,887,694 ) - (1,887,694 )

Interest receivable and similar income 2,197 - 2,197
Interest payable and similar expenses 8 (280,848 ) - (280,848 )
LOSS BEFORE TAXATION (2,166,345 ) - (2,166,345 )
Tax on loss 9 677,801 - 677,801
LOSS FOR THE FINANCIAL YEAR (1,488,544 ) - (1,488,544 )
Loss attributable to:
Owners of the parent (1,488,544 )

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

2023 2023 2023
Continuing Discontinued Total
Notes £    £    £   

TURNOVER 3 45,120,327 1,577,025 46,697,352
Cost of sales (34,881,137 ) (1,862,959 ) (36,744,096 )
GROSS PROFIT/(LOSS) 10,239,190 (285,934 ) 9,953,256

Administrative expenses (9,998,121 ) (632,999 ) (10,631,120 )
241,069 (918,933 ) (677,864 )

Other operating income 158,819 6 158,825


OPERATING PROFIT/(LOSS) 5 399,888 (918,927 ) (519,039 )

Exceptional Items 7 132,826 - 132,826
532,714 (918,927 ) (386,213 )

Interest receivable and similar income 13,665 - 13,665
Interest payable and similar expenses 8 (810,265 ) (1,441 ) (811,706 )
LOSS BEFORE TAXATION (263,886 ) (920,368 ) (1,184,254 )
Tax on loss 9 1,011,213 - 1,011,213
PROFIT/(LOSS) FOR THE
FINANCIAL YEAR

747,327

(920,368

)

(173,041

)
Profit/(loss) attributable to:
Owners of the parent (173,041 )

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024 2023
Notes £    £   

LOSS FOR THE YEAR (1,488,544 ) (173,041 )


OTHER COMPREHENSIVE INCOME
Asset Revaluation
Exchange gain or loss - 72,364
Income tax relating to other
comprehensive income

-

-
OTHER COMPREHENSIVE
INCOME FOR THE YEAR, NET OF
INCOME TAX


-


72,364
TOTAL COMPREHENSIVE
INCOME FOR THE YEAR

(1,488,544

)

(100,677

)

Total comprehensive income attributable to:
Owners of the parent (1,488,544 ) (100,677 )

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

CONSOLIDATED BALANCE SHEET
31 DECEMBER 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 579,889 300,620
Tangible assets 12 4,451,004 18,367,973
Investments 13 - -
5,030,893 18,668,593

CURRENT ASSETS
Stocks 14 10,640,051 8,377,979
Debtors 15 8,970,173 7,446,902
Cash at bank and in hand 1,985,188 592,700
21,595,412 16,417,581
CREDITORS
Amounts falling due within one year 16 13,740,508 16,905,958
NET CURRENT ASSETS/(LIABILITIES) 7,854,904 (488,377 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

12,885,797

18,180,216

CREDITORS
Amounts falling due after more than one
year

17

14,254,688

18,060,563
NET (LIABILITIES)/ASSETS (1,368,891 ) 119,653

CAPITAL AND RESERVES
Called up share capital 22 125 125
Revaluation reserve 23 - 6,711,040
Other reserves 23 8,917 8,917
Retained earnings 23 (1,377,933 ) (6,600,429 )
SHAREHOLDERS' FUNDS (1,368,891 ) 119,653

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


GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

COMPANY BALANCE SHEET
31 DECEMBER 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 3,440,563 3,440,563
3,440,563 3,440,563

CURRENT ASSETS
Debtors 15 97,770 97,770
NET CURRENT ASSETS 97,770 97,770
TOTAL ASSETS LESS CURRENT
LIABILITIES

3,538,333

3,538,333

CREDITORS
Amounts falling due after more than one
year

17

3,542,478

3,524,478
NET (LIABILITIES)/ASSETS (4,145 ) 13,855

CAPITAL AND RESERVES
Called up share capital 22 125 125
Retained earnings 23 (4,270 ) 13,730
SHAREHOLDERS' FUNDS (4,145 ) 13,855

Company's loss for the financial year (18,000 ) (11,200 )

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


GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up
share Retained Revaluation Other Total
capital earnings reserve reserves equity
£    £    £    £    £   
Balance at 1 January 2023 125 (6,427,388 ) 6,711,040 (63,447 ) 220,330

Changes in equity
Total comprehensive income - (173,041 ) - 72,364 (100,677 )
Balance at 31 December 2023 125 (6,600,429 ) 6,711,040 8,917 119,653

Changes in equity
Total comprehensive income - 5,222,496 (6,711,040 ) - (1,488,544 )
Balance at 31 December 2024 125 (1,377,933 ) - 8,917 (1,368,891 )

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2023 125 24,930 25,055

Changes in equity
Total comprehensive income - (11,200 ) (11,200 )
Balance at 31 December 2023 125 13,730 13,855

Changes in equity
Total comprehensive income - (18,000 ) (18,000 )
Balance at 31 December 2024 125 (4,270 ) (4,145 )

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (6,755,977 ) 2,120,592
Interest paid (274,356 ) (800,784 )
Interest element of hire purchase
payments paid

(6,492

)

(10,922

)
Tax paid 363,262 -
Net cash from operating activities (6,673,563 ) 1,308,886

Cash flows from investing activities
Purchase of intangible fixed assets (453,346 ) (111,213 )
Purchase of tangible fixed assets (464,045 ) (244,529 )
Sale of tangible fixed assets 13,851,963 43,013
Intangible assets on acquisition - (102,508 )
Tangible assets on acquisition - (252,427 )
Reclassification/Exchange adjustments - 7,976
Interest received 2,197 13,665
Net cash from investing activities 12,936,769 (646,023 )

Cash flows from financing activities
Bank loans movement during the year (4,802,362 ) (365,894 )
Capital repayments in year (68,356 ) (217,952 )
Other reserves movement - 72,364
Net cash from financing activities (4,870,718 ) (511,482 )

Increase in cash and cash equivalents 1,392,488 151,381
Cash and cash equivalents at
beginning of year

2

592,700

441,319

Cash and cash equivalents at end of
year

2

1,985,188

592,700

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

2024 2023
£    £   
Loss before taxation (2,166,345 ) (1,184,254 )
Depreciation charges 703,128 865,091
Loss on disposal of fixed assets - 143,320
Finance costs 280,848 811,706
Finance income (2,197 ) (13,665 )
(1,184,566 ) 622,198
(Increase)/decrease in stocks (2,262,072 ) 2,890,814
Increase in trade and other debtors (1,208,732 ) (340,890 )
Decrease in trade and other creditors (2,100,607 ) (1,051,530 )
Cash generated from operations (6,755,977 ) 2,120,592

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 1,985,188 592,700
Year ended 31 December 2023
31/12/23 1/1/23
£    £   
Cash and cash equivalents 592,700 441,319


GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

3. ANALYSIS OF CHANGES IN NET DEBT

At 1/1/24 Cash flow At 31/12/24
£    £    £   
Net cash
Cash at bank and in hand 592,700 1,392,488 1,985,188
592,700 1,392,488 1,985,188
Debt
Finance leases (508,511 ) 68,356 (440,155 )
Debts falling due within 1 year (1,114,397 ) 1,038,872 (75,525 )
Debts falling due after 1 year (5,179,772 ) 3,763,490 (1,416,282 )
(6,802,680 ) 4,870,718 (1,931,962 )
Total (6,209,980 ) 6,263,206 53,226

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1. STATUTORY INFORMATION

Gallery Direct 2013 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 General 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 as modified by the revaluation of certain assets.

Basis of consolidation
The financial statements consolidate the accounts of Gallery Direct 2013 Limited and all of its subsidiary undertakings.

These conform to group accounting policies.

As a consolidated group profit and loss is published, a separate profit and loss for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

2. ACCOUNTING POLICIES - continued

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 Group 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 Group 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 associated company loans
The Group assesses the recoverability of loans due from associates 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 group estimates the amount that is expected to be recoverable. These estimates involve significant uncertainty, particularly where the associate has limited trading history or is dependent on future funding.

Stock provisions
The Group 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 Group 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 Group 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.





GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

2. ACCOUNTING POLICIES - continued

Bad debt provision
The Group 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 Group 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 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 Group's principal activity. Turnover excludes value added tax.

The Group recognises revenue when (a) the significant risks and rewards of ownership have been transferred to the buyer, (b) the Group 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 Group.

Goodwill
Goodwill represents the excess of fair value of the consideration given over the fair value of the identifiable net assets acquired.

Goodwill on acquisitions is capitalised and will be eliminated by amortisation through the profit and loss over its useful economic life which depending on the acquisition is estimated to be 10 or 20 years.

This is considered to be the period over which benefit will be derived from the goodwill acquired.

Negative goodwill is recognised and treated in accordance with FRS102 section 19. The directors assess the accounting periods expected to benefit from the excess of the fair value of non-monetary assets acquired and release negative goodwill in accordance with that assessment.

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

2. ACCOUNTING POLICIES - continued

Intangible assets
Intangible assets acquired separately from the group are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the
acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the Group.

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

Software & Website costs - 25% reducing balance

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, 25% per annum on reducing balance, 20% per annum on cost, 5% per annum on cost and 2% per annum on cost
Plant and machinery - 25% per annum on cost, 25% per annum on reducing balance, 20% per annum on cost, 15% per annum on cost, 5% per annum on cost and not provided
Fixtures and fittings - 33% per annum on cost, 25% per annum on cost, 20% 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 - 25% per annum on cost, 25% per annum on reducing balance, 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.

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

2. ACCOUNTING POLICIES - continued

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 Consolidated Income Statement, 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.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

2. ACCOUNTING POLICIES - continued

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Functional currency
The functional currency of the Group 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 before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2024 2023
£    £   
United Kingdom 45,127,126 43,422,690
Rest of the World 1,505,791 2,629,624
Europe 1,092,446 645,038
47,725,363 46,697,352

4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 9,042,485 9,021,598
Social security costs 661,518 813,123
Other pension costs 151,319 125,162
9,855,322 9,959,883

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

4. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2024 2023

Directors 6 6
Warehouse and Production 117 122
Design 8 8
Administrative 60 74
Transport 39 45
230 255

The average number of employees by undertakings that were proportionately consolidated during the year was 230 (2023 - 255 ) .


5. OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging:

2024 2023
£    £   
Hire of plant and machinery 31,581 28,018
Depreciation - owned assets 326,492 476,999
Depreciation - assets on hire purchase contracts 199,200 101,208
Loss on disposal of fixed assets - 143,320
Goodwill amortisation 150,546 261,122
Trademarks amortisation 3,738 5,845
Computer software amortisation 23,152 19,294

6. AUDITORS' REMUNERATION

During the year, the group obtained the following services from the Group's auditors:

2024 2023
£ £
Fees payable to the Group's auditors for the annual audit 81,510 63,010

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

- P11D's, payroll & Co Sec 18,384 14,730

7. EXCEPTIONAL ITEMS
2024 2023
£    £   
Exceptional Items (5,318,517 ) 132,826

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

During the year the group carried out an impairment review, and an intercompany loan of £151,519 between Gallery Direct Limited and Frank Hudson Limited was written off.

The transaction is between related parties under common control and has been treated in accordance with FRS 102 section 27. The write off has been recognised as an expense in the books of Gallery Direct Limited and as income in the books of Frank Hudson Limited. The transaction reflects a group restructuring and does not affect the overall group financial position.This cost is one off and therefore deemed to be exceptional.

The remaining exceptional items totalling £5.7m relate to the sale of the Phillips building which are one offcosts and therefore deemed to be exceptional. Of this amount £4.1m relates to the loss on disposal of the Phillips building property which has resulted in Gallery Direct Limited showing a net loss of £2.6m for the year.

This loss arose due to the accounting treatment required under FRS 102, which does not permit the recognition of previous revaluation gains held in the revaluation reserve through the profit and loss account.

The property had previously been revalued upwards by £6.7m, and this gain was held in the revaluation reserve. The disposal proceeds exceeded the historical cost of the asset but, due to the reversal of the revaluation reserve directly through equity rather than through the statement of comprehensive income, the disposal appears as a loss in the profit and loss account of £4.1m which is shown within exceptional items.

Excluding this exceptional adjustment, Gallery Direct 2013 Limited generated an operating profit of £3.4m during the year, an increase of £3m compared to the prior year.

8. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Bank interest - 1,441
Bank loan interest - 426,182
Factoring Interest 264,108 368,286
Loan 10,248 4,875
Hire purchase 6,492 10,922
280,848 811,706

9. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2024 2023
£    £   
Current tax:
Prior period corporation tax - (1,649 )

Deferred tax (677,801 ) (1,009,564 )
Tax on loss (677,801 ) (1,011,213 )

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

9. TAXATION - continued

Reconciliation of total tax credit included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Loss before tax (2,166,345 ) (1,184,254 )
Loss multiplied by the standard rate of corporation tax in the UK of
25 % (2023 - 19 %)

(541,586

)

(225,008

)

Effects of:
Expenses not deductible for tax purposes 3,920 35,211
Depreciation in excess of capital allowances 106,305 94,458
Chargeable gains 462,377 -
Adjustments on consolidation (102,343 ) 1,241
Taxed provision (638,362 ) -
Deferred tax (677,801 ) (1,009,564 )
Losses carried forward 69,434 -
Prior period corporation tax - (1,649 )
Profit/loss on sale of fixed assets 1,183,044 -
Tax losses utilised (542,789 ) 94,098
Total tax credit (677,801 ) (1,011,213 )

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 31 December 2024.

2023
Gross Tax Net
£    £    £   
Asset Revaluation
Exchange gain or loss 72,364 - 72,364
72,364 - 72,364

10. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

11. INTANGIBLE FIXED ASSETS

Group
Computer
Goodwill Trademarks software Totals
£    £    £    £   
COST
At 1 January 2024 4,166,743 66,004 167,085 4,399,832
Additions 439,805 - 13,541 453,346
Reclassification/transfer (1,728,306 ) - 3,750 (1,724,556 )
At 31 December 2024 2,878,242 66,004 184,376 3,128,622
AMORTISATION
At 1 January 2024 3,968,750 48,091 82,371 4,099,212
Amortisation for year 150,546 3,738 23,152 177,436
Reclassification/transfer (1,728,306 ) - 391 (1,727,915 )
At 31 December 2024 2,390,990 51,829 105,914 2,548,733
NET BOOK VALUE
At 31 December 2024 487,252 14,175 78,462 579,889
At 31 December 2023 197,993 17,913 84,714 300,620

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

12. TANGIBLE FIXED ASSETS

Group
Improvements
Freehold to Plant and
property property machinery
£    £    £   
COST OR VALUATION
At 1 January 2024 15,314,459 783,691 1,295,318
Additions - 63,478 57,982
Disposals (12,865,404 ) (726,895 ) (265,845 )
Reclassification/transfer - 330,286 (180,434 )
At 31 December 2024 2,449,055 450,560 907,021
DEPRECIATION
At 1 January 2024 290,420 140,275 715,427
Charge for year - 48,891 79,076
Eliminated on disposal (290,420 ) (163,815 ) (256,110 )
Reclassification/transfer - 135,220 17,991
At 31 December 2024 - 160,571 556,384
NET BOOK VALUE
At 31 December 2024 2,449,055 289,989 350,637
At 31 December 2023 15,024,039 643,416 579,891

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

12. TANGIBLE FIXED ASSETS - continued

Group

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
COST OR VALUATION
At 1 January 2024 2,520,820 841,393 (157,986 ) 20,597,695
Additions 99,089 243,496 - 464,045
Disposals (1,330,096 ) (131,710 ) - (15,319,950 )
Reclassification/transfer 148,339 13,245 157,986 469,422
At 31 December 2024 1,438,152 966,424 - 6,211,212
DEPRECIATION
At 1 January 2024 926,967 314,619 (157,986 ) 2,229,722
Charge for year 229,705 168,020 - 525,692
Eliminated on disposal (698,576 ) (59,066 ) - (1,467,987 )
Reclassification/transfer 148,339 13,245 157,986 472,781
At 31 December 2024 606,435 436,818 - 1,760,208
NET BOOK VALUE
At 31 December 2024 831,717 529,606 - 4,451,004
At 31 December 2023 1,593,853 526,774 - 18,367,973

On 20/12/2024 Gallery Direct Limited completed a sale and leaseback of the Phillips freehold property for proceeds of £9.2m. The sale was exempt from VAT as the Group had not opted to tax the property. The resulting loss on disposal of £4.1m has been recognised in the profit and loss. No deferred tax liability arises. The leaseback is classified as an operating lease and the sale was at fair value.

Cost or valuation at 31 December 2024 is represented by:

Improvements
Freehold to Plant and
property property machinery
£    £    £   
Valuation in 2020 10,493,956 - -
Valuation in 2021 6,125,000 724,978 511,966
Valuation in 2022 (1,304,497 ) 58,713 304,604
Cost (12,865,404 ) (333,131 ) 90,451
2,449,055 450,560 907,021

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

12. TANGIBLE FIXED ASSETS - continued

Group

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
Valuation in 2020 - - - 10,493,956
Valuation in 2021 2,311,996 269,595 (157,986 ) 9,785,549
Valuation in 2022 182,277 580,566 - (178,337 )
Cost (1,056,121 ) 116,263 157,986 (13,889,956 )
1,438,152 966,424 - 6,211,212

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Fixtures
Plant and and Motor Computer
machinery fittings vehicles equipment Totals
£    £    £    £    £   
COST OR VALUATION
At 1 January 2024 115,773 250,130 844,391 (54,726 ) 1,155,568
Additions - - 234,120 - 234,120
Disposals - (250,130 ) (125,010 ) - (375,140 )
Transfer to ownership - - (223,485 ) - (223,485 )
Reclassification/transfer - - - 54,726 54,726
At 31 December 2024 115,773 - 730,016 - 845,789
DEPRECIATION
At 1 January 2024 42,451 58,365 320,824 (54,726 ) 366,914
Charge for year 21,225 12,507 165,468 - 199,200
Eliminated on disposal - (70,872 ) (54,866 ) - (125,738 )
Transfer to ownership - - (156,194 ) - (156,194 )
Reclassification/transfer - - - 54,726 54,726
At 31 December 2024 63,676 - 275,232 - 338,908
NET BOOK VALUE
At 31 December 2024 52,097 - 454,784 - 506,881
At 31 December 2023 73,322 191,765 523,567 - 788,654

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2024
and 31 December 2024 3,440,563
NET BOOK VALUE
At 31 December 2024 3,440,563
At 31 December 2023 3,440,563


Subsidiary undertakings

The following were subsidiary undertaking of the Company:


Name
Registered
office

Principal activity
Class of
shares

Holding
Gallery Direct Holdings Limited England & Wales Dormant Ordinary 100%
Gallery Direct Limited * England & Wales Design led sales &
marketing
Ordinary 100%
Dreamworks Beds Limited * England & Wales Mattress
manufacturers
Ordinary 100%
Art Marketing Limited * England & Wales Pre-press &
pre-media services
Ordinary 100%
Frank Hudson Limited * England & Wales Dormant Ordinary 100%
Gallery Direct (Australia) Pty
Limited *
Australia Dormant Ordinary 100%

* Held indirectly through subsidiary undertakings

14. STOCKS

Group
2024 2023
£    £   
Stocks 1,048,838 1,071,964
Raw materials 290,000 290,000
Finished goods 9,301,213 7,016,015
10,640,051 8,377,979

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

15. DEBTORS

Group Company
2024 2023 2024 2023
£    £    £    £   
Amounts falling due within one year:
Trade debtors 5,396,525 4,902,524 - -
Credit note provision (150,000 ) (100,000 ) - -
Other debtors 1,402,790 803,080 125 125
Tax - 363,262 - -
Deferred tax asset 1,073,722 395,921 - -
Prepayments 1,247,136 1,082,115 - -
8,970,173 7,446,902 125 125

Amounts falling due after more than one year:
Amounts owed by group undertakings - - 97,645 97,645

Aggregate amounts 8,970,173 7,446,902 97,770 97,770

Deferred tax asset
Group Company
2024 2023 2024 2023
£    £    £    £   
Accelerated capital allowances 1,073,722 395,921 - -

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2024 2023
£    £   
Bank loans and overdrafts (see note 18) 75,525 1,114,397
Hire purchase contracts (see note 19) 148,711 174,682
Trade creditors 8,106,843 6,651,952
Amounts owed to associates 3,176,782 3,176,782
Social security and other taxes 307,748 273,868
VAT 666,587 683,112
Other creditors (29,324 ) 3,568,067
Accruals and deferred income 1,287,636 1,263,098
13,740,508 16,905,958

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN
ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans (see note 18) 1,416,282 5,179,772 - -
Hire purchase contracts (see note 19) 291,444 333,829 - -
Amounts owed to group undertakings - - 542,478 524,478
Amounts owed to associates 12,546,962 12,546,962 3,000,000 3,000,000
14,254,688 18,060,563 3,542,478 3,524,478

18. LOANS

An analysis of the maturity of loans is given below:

Group
2024 2023
£    £   
Amounts falling due within one year or on demand:
Bank loans - 891,000
Bank loans - less than 1 yr 66,000 -
Mortgage Phillips Building 9,525 223,397
75,525 1,114,397
Amounts falling due between one and two years:
Bank loans - 1-2 years 33,000 99,000
Mortgage Phillips Building 43,791 241,636
76,791 340,636
Amounts falling due between two and five years:
Mortgage Phillips Building 151,221 847,099
Amounts falling due in more than five years:
Repayable by instalments
Mortgage Phillips Building 1,188,270 3,992,037

The outstanding coronavirus business interruption loan was repaid in full in February 2024. This was repaid with the positive cashflow generated by the Group.

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase
contracts
2024 2023
£    £   
Net obligations repayable:
Within one year 148,711 174,682
Between one and five years 291,444 333,829
440,155 508,511

Group
Non-cancellable
operating leases
2024 2023
£    £   
Within one year 330,699 336,713
Between one and five years 974,568 801,975
In more than five years 106,250 347,800
1,411,517 1,486,488

20. SECURED DEBTS

Gallery Direct Limited uses RBS Invoice Finance Limited who hold fixed and floating charges over all of the assets of the company.

The National Westminster Bank Plc holds a fixed charge over the land on the North-west side of Castle Road, Sittingbourne, Kent.

The National Westminster Bank Plc holds a fixed charge and negative pledge over Units 10-13 Falcon
House and 7 Brook Lane Industrial Estate.

The National Westminster Bank Plc also holds fixed and floating charges over all of the assets of Gallery Direct Limited and Dreamworks Beds Limited.

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

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

21. DEFERRED TAX

Group
£   
Balance at 1 January 2024 (395,921 )
Accelerated capital allowances (677,801 )
Deferred tax on revaluation
Balance at 31 December 2024 (1,073,722 )

22. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
63 A Ordinary £1 63 63
28 B Ordinary £1 28 28
34 C Ordinary £1 34 34
125 125

23. RESERVES

Group
Retained Revaluation Other
earnings reserve reserves Totals
£    £    £    £   

At 1 January 2024 (6,600,429 ) 6,711,040 8,917 119,528
Deficit for the year (1,488,544 ) (1,488,544 )
Property disposal 6,711,040 (6,711,040 ) - -
At 31 December 2024 (1,377,933 ) - 8,917 (1,369,016 )

Company
Retained
earnings
£   

At 1 January 2024 13,730
Deficit for the year (18,000 )
At 31 December 2024 (4,270 )


GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

24. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is M Maslo by virtue of his shareholding.

25. 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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

25. RELATED PARTY DISCLOSURES - continued

The National Lighting Group is related to the Gallery Group due to them being under common ownership.

During the year the Gallery Group raised sales invoices to the consolidated group amounting to £2,079,480 (2023: £43,085).

At the balance sheet date the consolidated group owed the Gallery Group £356,149 (2023: £42,255) by way of a trade debtor.

During the year the consolidated group raised purchase invoices to the Gallery Group of £5,386,927 (2023: £4,799,435).

At the balance sheet date, the Gallery Group owed the consolidated group £6,326,995 (2023: £4,964,130) by way of a trade creditor.

At the balance sheet date, the Gallery Group owed the consolidated group £14,890,354 (2023: £14,890,354) by way of an associated company loan.

Director, I Weiler, is also a director of a company called Danacrest Limited, a company incorporated in England and Wales.

At the Balance sheet date Gallery Direct Limited owed Danacrest Limited £321,984 (2023: £321,984).

Director, I Weiler, is also a director of a company called Oakriver Limited, a company incorporated in England and Wales.

At the Balance sheet date Dreamworks Beds Limited owed Oakriver Limited £366,467 (2023: £366,467).

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

J Bentley a director of Gallery Direct Australia PTY, a wholly owned subsidiary of the Group, is also a director of a company called John Bentley Consulting Limited, a company incorporated in England and Wales.

During the year the John Bentley Consulting Limited raised purchase invoices to Gallery Direct Limited of £107,808 (2023: £Nil).

All transactions with related parties were made in the normal course of business and on an arm's length basis.

26. GOING CONCERN

The group has the continuous support of the ultimate controlling party M Maslo and the directors feel therefore it is appropriate for the groups accounts to be shown on the going concern basis.

GALLERY DIRECT 2013 LIMITED (REGISTERED NUMBER: 08339591)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

27. 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