Company registration number 05631456 (England and Wales)
INTERNATIONAL COOKWARE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
INTERNATIONAL COOKWARE LIMITED
COMPANY INFORMATION
Directors
Geraldine Fiacre
Bruno Gallas
(Appointed 18 April 2025)
Company number
05631456
Registered office
Unit 1A
Hall Dene Way
Seaham Grange Industrial Estate
Seaham
County Durham
SR7 0PU
United Kingdom
Auditor
HW Fisher Audit
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
INTERNATIONAL COOKWARE LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 23
INTERNATIONAL COOKWARE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Fair review of the business and key performance indicators

The key financial and other performance indicators during the year were as follows:

2025
2024
£'000
£'000
Turnover
15,066
14,936
Operating profit
541
162
Stocks
2,538
1,803
In 2025, the global economic environment remains challenging, with continued pressure on household budgets and cautious consumer spending. Although inflationary trends have moderated compared to previous years, demand remains subdued across key retail sectors.
In the UK, the market profile continues to evolve with intensified competition, particularly from lower-priced imports and Chinese products directly sourced by retailers and distributors. In response, the company maintained its investment in communication tools to support the Pyrex® brand following the successful Q4 2024 campaign. This initiative delivered strong results confirming the effectiveness of brand-focused marketing. Building on this momentum, brand visibility and targeted promotional activity were sustained throughout 2025 to protect market share and reinforce brand leadership.
This performance reaffirms the ongoing strength of the Pyrex® brand. Our position as brand leader in glass ovenware continues to represent an attractive proposition for UK consumers. A series of well-executed promotional campaigns has supported solid sales volumes despite market headwinds. The additional communication investment has continued to positively impact brand awareness and revenue performance, alongside the rapid expansion of E-Commerce (direct-to-consumer), which has maintained strong growth momentum. While the D2C channel continues to scale, it has not yet reached breakeven due to ongoing investment in customer acquisition and fulfilment infrastructure.
Sales volumes and turnover have continued to grow year on year. Cost of goods have decreased overall during the year, resulting in an improved gross margin. Once again, management made the decision not to implement any price increases in order to remain competitive. There is a continued elevation in distribution costs. Higher advertising and public relations expenditure, together with increased commissions and fulfilment costs associated with the direct-to-consumer channel, remain the principal drivers of these additional costs. However, these rises are offset by the substantial improvement in the gross margin, meaning that operating profit overall has improved.
While high street and traditional retail channels continue to face structural challenges, the company remains strategically focused on being present where consumers choose to shop. This includes strengthening partnerships with major supermarkets and maintaining a strong online presence through the company Webshop and Amazon marketplace, ensuring accessibility and visibility across all key purchasing channels.
Service Level KPI
2025
2024
£'000
£'000
Available boxes
840
905
Out of stock boxes
2
3
Service level
99.7%
99.7%
Our stock level has been maintained, which combined with robust procedures and experienced staff, has enabled the Company to provide a 99.7% service level.
Days inventory outstanding (DIO) KPI
2025
2024
Days
111
111
DIO is a measure of converting inventory to sales and making good use of working capital. Due to lead times for stock, the company ensures sufficient stock is available to meet customer demands.
INTERNATIONAL COOKWARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
At the balance sheet date, net assets of the Company were £3,062k (2024: £4,958k) and net current assets of the Company were £3,209k (2024: £5,066k). This reduction is largely due to the issue of dividends in the year as a means of clearing amounts due from fellow group companies.
Principal risks and uncertainties

The principal risks and uncertainties are those related to the distribution of mass products such as demand fluctuations and customers' credit risk on which controls have been tightened.

The main risks associated with the Company's financial assets and liabilities are set out below.

Financial instrument risk

The Company's principal financial instruments comprise cash, intercompany loans and a debt factoring arrangement. Other financial assets and liabilities, such as trade creditors and trade debtors, arise directly from the Company's operating activities and remain consistent with previous years KPIs.

Credit risk

Credit risk is the risk that one party to the financial instrument will cause a financial loss for that other party by failing to discharge an obligation. Company policies are aimed at minimi s ing such losses and require that deferred terms are only granted to customers who demonstrate an appropriate payment history and satisfy creditor worthiness procedures. In addition, the Company is further from such risk by their use of a limited recourse factoring arrangement which protects against debtors’ insolvency.

Limited Recourse Factoring KPI

Total trade receivables as at 31 December 2025 were £3,957k (2024: £3,732k). The level of receivables not covered by factoring as at 31 December 2025 was £1,271 k (2024: £457 k). The total receivables covered by factoring was therefore 68% (2024: 88%).

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company aims to mitigate liquidity risk by managing cash generated by its operations and through financial support from the parent company.

Price risk

Because of the inflation environment since the end of 2021, the Company has significantly increased prices in previous years, but in a similar magnitude as its main competitors. However, the selling price increase may have an impact on the demand with the consumer purchase power being negatively impacted by the inflation. Starting 202 4, the market could not accept any price increases and therefore the strategic decision was made not to increase prices again in 2025.

Cash flow risk

Cash flow risk for this business refers to debtors and inventory level. The strong monitoring of both credit risk and demand management procedures enable the Company to mitigate this risk.

Cash at bank and in hand KPI

The total cash balance as at 31 December 2025 was £1,620k (2024: £2,466k), a total decrease of £846k. This reduction does not jeopardi s e the company liquidity.

INTERNATIONAL COOKWARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Development and performance

The directors aim to maintain the management policies which have resulted in consistent results over the past few years, as the UK market is key for the Pyrex® brand and “La Maison Française du Verre” group. The Company will continue to launch new products and scrutini s e its costs. Ecommerce will continue to grow in the cookware category and the Company will take full advantage of this trend thanks to its privileged relationship with online retailers. As such, the Company will continue to invest in its direct-to-consumer channel (D2C) with the improvement of the Website for UK consumers and the development of sales on marketplaces, notably Amazon. The company plans to invest in a WMS (Warehouse Management System) to aid with the technical requirements of our customers and expand the in-house infrastructure for D2C sales. The company also intends to continue its significant investment in communication to support the sales and the Pyrex® Brand equity.

On behalf of the board

Geraldine Fiacre
Director
8 May 2026
INTERNATIONAL COOKWARE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be the distribution and marketing of high-volume consumer products.

Results and dividends

The profit for the year, after taxation, amounted to £470 k (202 4: loss of £220k).

Interim dividends paid during the year totalled £2,366k (2024: £nil). The directors do not recommend payment of a final dividend (2024: £nil)

Directors

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

Didier Le Tirant
(Resigned 18 April 2025)
Geraldine Fiacre
Bruno Gallas
(Appointed 18 April 2025)
Post reporting date events

There are no post balance sheet events to report.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial risk management objectives and policies, information on exposure to financial risk and future developments.

Statement of disclosure to auditor

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

On behalf of the board
Geraldine Fiacre
Director
8 May 2026
INTERNATIONAL COOKWARE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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

- select suitable accounting policies and then apply them consistently;

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

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

- 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.

INTERNATIONAL COOKWARE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF INTERNATIONAL COOKWARE LIMITED
- 6 -
Opinion

We have audited the financial statements of International Cookware Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

INTERNATIONAL COOKWARE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF INTERNATIONAL COOKWARE LIMITED (CONTINUED)
- 7 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

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

- 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 directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Detection of irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

As part of our planning process:

- We enquired of management the systems and controls the company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The company did not inform us of any known, suspected or alleged fraud.

- We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102 and Companies Act 2006, Health and Safety, UK Internal Market Scheme, GDPR and Modern Slavery Act 2015.

- We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

- Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

INTERNATIONAL COOKWARE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF INTERNATIONAL COOKWARE LIMITED (CONTINUED)
- 8 -

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

- Reviewing and challenging the assumptions and judgements used by management in their significant estimates, in particular relating to the stock provision.

- Assessing the extent of compliance, or lack of, with the relevant laws and regulations.

- Testing key revenue lines, in particular cut-off testing, for evidence of management bias.

- Performing a physical verification of key assets and stock items.

- Obtaining third-party confirmation of material bank balances.

- Documenting and verifying all significant related party balances and transactions.

- Reviewing documentation such as the company board minutes for discussions of irregularities including fraud.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Rebecca Galbraith-Lowe (Senior Statutory Auditor)
For and on behalf of HW Fisher Audit, Statutory Auditor
Chartered Accountants
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
8 May 2026
INTERNATIONAL COOKWARE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£000's
£000's
Turnover
3
15,066
14,936
Cost of sales
(9,400)
(10,298)
Gross profit
5,666
4,638
Distribution costs
(4,567)
(3,827)
Administrative expenses
(558)
(649)
Operating profit
4
541
162
Interest receivable and similar income
6
56
79
Interest payable and similar expenses
7
(113)
(138)
Profit before taxation
484
103
Tax on profit
8
(14)
(323)
Profit/(loss) for the financial year
470
(220)

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

INTERNATIONAL COOKWARE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£000's
£000's
£000's
£000's
Fixed assets
Tangible assets
10
135
180
Current assets
Stocks
11
2,538
1,803
Debtors
12
3,282
4,580
Cash at bank and in hand
1,620
2,466
7,440
8,849
Creditors: amounts falling due within one year
13
(4,231)
(3,783)
Net current assets
3,209
5,066
Total assets less current liabilities
3,344
5,246
Creditors: amounts falling due after more than one year
14
(87)
(117)
Provisions for liabilities
Provisions
16
195
171
(195)
(171)
Net assets
3,062
4,958
Capital and reserves
Called up share capital
18
2,000
2,000
Profit and loss reserves
1,062
2,958
Total equity
3,062
4,958
The financial statements were approved by the board of directors and authorised for issue on 8 May 2026 and are signed on its behalf by:
Geraldine Fiacre
Director
Company Registration No. 05631456
INTERNATIONAL COOKWARE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£000's
£000's
£000's
Balance at 1 January 2024
2,000
3,178
5,178
Year ended 31 December 2024:
Loss and total comprehensive income
-
(220)
(220)
Balance at 31 December 2024
2,000
2,958
4,958
Year ended 31 December 2025:
Profit and total comprehensive income
-
470
470
Dividends
9
-
(2,366)
(2,366)
Balance at 31 December 2025
2,000
1,062
3,062
INTERNATIONAL COOKWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information

International Cookware Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 1A, Hall Dene Way, Seaham Grange Industrial Estate, Seaham, County Durham, United Kingdom, SR7 0PU.

1.1
Accounting convention

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £000's.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of La Maison Française du Verre. These consolidated financial statements are available from its registered office, 85 Allée des maisons rouges 36000 Châteauroux.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The directors have considered the Company's current and future prospects and its availability of financing, and are satisfied that the Company can continue to pay its liabilities as they fall due for a period of at least 12 months from the date of these financial statements. The Company reported profitable years over the past years generating a cash surplus. The directors anticipate that this will be repeated in 202 6, although the expected profitability may decrease due to operational cost increases. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

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

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

1.4
Tangible fixed assets

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

INTERNATIONAL COOKWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -

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

Leasehold improvements
10-33.3% per annum
Plant and equipment
10-33.3% per annum
Fixtures and fittings
20-33.3% per annum

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

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

1.6
Stocks

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

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

1.7
Cash and cash equivalents

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

1.8
Financial instruments

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

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

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

INTERNATIONAL COOKWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets

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

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

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Derecognition of financial liabilities

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

1.9
Equity instruments

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

1.10
Taxation

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

Current tax

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

INTERNATIONAL COOKWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Deferred tax

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

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.12
Employee benefits

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

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

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

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

1.14
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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

INTERNATIONAL COOKWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.15
Foreign exchange

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

1.16

Debt factoring

Limited recourse factoring arrangements are accounted for in accordance with the linked presentation requirements of FRS102.

Trade debtors which meet a certain criteria are covered by credit insurance should the debt go bad. Any trade debtors who do not meet the criteria to be covered by insurance can't be factored.

In the case of trade debtors which are not paid within 30 days after the maturity date of the related invoice, the Company authorises the Factor with 30 days to start the relevant credit insurance claim. In the absence of such authorisation, the relevant trade debtors will be regarded as definitively disputed and the Factor will deduct the corresponding amounts from the current account.

Amounts due under limited recourse factoring arrangements within creditors relate to a guarantee fee due to the Factor. The guarantee fee is set at 10% of outstanding transferred trade debtors.

2
Judgements and key sources of estimation uncertainty

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

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

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Dilapidations

The Company is required to estimate dilapidation costs that need to be completed on cessation of the lease. This requires the Directors' best estimate of expenditure that will be incurred based on contractual requirements. On an annual basis the Directors assess dilapidation provisions based upon historical costs incurred and estimated property fit out costs. This is estimated to be a maximum of the annual rent charge based on the terms and conditions of the lease. Refer to note 16 for further details.

Stock provisions

Stock is valued at the lower of cost and net realisable value. Net realisable value includes, where necessary, provisions for excess and obsolete stock. Calculation of these provisions require s judgements and estimates to be made, which is based on historical sales information, sales forecasts and knowledge of the products. The C ompany reviews the provision for excess and obsolete stock on a monthly basis and the net realisable value is adjusted on a percentage basis based on the length of time since the item was last sold. Additionally, the net realisable value of stock is adjusted against the average selling price. Refer to note 11 for further details.

INTERNATIONAL COOKWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
3
Turnover and other revenue
2025
2024
£000's
£000's
Turnover analysed by class of business
Sale of goods
15,066
14,936
2025
2024
£000's
£000's
Turnover analysed by geographical market
United Kingdom
14,978
14,714
European Union
88
222
15,066
14,936
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£000's
£000's
Exchange (gains)/losses
(8)
23
Fees payable to the company's auditor for the audit of the company's financial statements
41
38
Depreciation of owned tangible fixed assets
45
50
Impairment of stocks recognised or reversed
(58)
130
Operating lease charges
281
272
5
Employees

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

2025
2024
Number
Number
Sales, marketing and distribution
21
21
Administration
3
3
Total
24
24
INTERNATIONAL COOKWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
5
Employees
(Continued)
- 18 -

Their aggregate remuneration comprised:

2025
2024
£000's
£000's
Wages and salaries
1,060
1,045
Social security costs
130
110
Pension costs
77
81
1,267
1,236

Remuneration disclosed above include the following amounts paid to directors: £nil (2024: £nil).

6
Interest receivable and similar income
2025
2024
£000's
£000's
Interest income
Interest receivable from group companies
56
79
7
Interest payable and similar expenses
2025
2024
£000's
£000's
Interest on invoice finance arrangements
105
129
Interest on finance leases and hire purchase contracts
8
9
113
138
INTERNATIONAL COOKWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
8
Taxation
2025
2024
£000's
£000's
Current tax
UK income tax
14
20
Deferred tax
Reversal of previously recognised deferred tax asset
-
0
303
Total tax charge
14
323

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

2025
2024
£000's
£000's
Profit before taxation
484
103
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
121
26
Tax effect of expenses that are not deductible in determining taxable profit
7
20
Reversal of previously recognised deferred tax asset
-
0
303
Deferred tax not recognised
(114)
(26)
Taxation charge for the year
14
323

The Company has tax losses carried forward of £2,794k (2024: £3,213k).

9
Dividends
2025
2024
£000's
£000's
Interim paid
2,366
-
0
INTERNATIONAL COOKWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
10
Tangible fixed assets
Leasehold improvements
Plant and equipment
Fixtures and fittings
Total
£000's
£000's
£000's
£000's
Cost
At 1 January 2025
70
306
70
446
Disposals
(2)
(4)
(21)
(27)
At 31 December 2025
68
302
49
419
Depreciation and impairment
At 1 January 2025
63
140
63
266
Depreciation charged in the year
2
39
4
45
Eliminated in respect of disposals
(2)
(4)
(21)
(27)
At 31 December 2025
63
175
46
284
Carrying amount
At 31 December 2025
5
127
3
135
At 31 December 2024
7
166
7
180
11
Stocks
2025
2024
£000's
£000's
Finished goods and goods for resale
2,538
1,803

The total stock provision as at 31 December 2025 is £125k (2024: £183k). The decrease of £58k (2024: increase of £130k) has been recognised within “Cost of sales” in the Statement of comprehensive income.

12
Debtors
2025
2024
Amounts falling due within one year:
£000's
£000's
Debts factored with limited recourse
2,234
1,736
Amounts owed by group undertakings
859
2,681
Other debtors
25
25
Prepayments and accrued income
164
138
3,282
4,580
Debts factored with limited recourse:
Gross debts
4,037
3,864
Less: non-returnable proceeds
(1,803)
(2,128)
2,234
1,736
INTERNATIONAL COOKWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
12
Debtors
(Continued)
- 21 -

Amounts owed by group undertakings are unsecured and have no fixed date of repayment. Included within amounts owed by group undertakings is a loan amounting to £76k (2024: two loans amounting to £2,461k). The loan attrac ts interest at the rate of Sonia 3 months + 50 Basis Points (2024: Sonia 3 months + 50 Basis Points and Euribor 3 months + 50 Basis Points).

13
Creditors: amounts falling due within one year
2025
2024
Notes
£000's
£000's
Obligations under finance leases
15
47
48
Trade creditors
117
143
Amounts owed to group undertakings
1,839
1,382
Corporation tax
14
20
Other taxation and social security
842
889
Amounts due under limited recourse factoring arrangements
448
408
Accruals and deferred income
924
893
4,231
3,783

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

The amounts due under limited recourse factoring arrangements are secured on the debts to which they relate.

14
Creditors: amounts falling due after more than one year
2025
2024
Notes
£000's
£000's
Obligations under finance leases
15
87
117
15
Finance lease obligations
2025
2024
Future minimum lease payments due under finance leases:
£000's
£000's
Within one year
47
48
In two to five years
87
117
134
165

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

INTERNATIONAL COOKWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
16
Provisions for liabilities
2025
2024
£000's
£000's
Dilapidations
195
171
Movements on provisions:
Dilapidations
£000's
At 1 January 2025
171
Additional provisions in the year
24
At 31 December 2025
195

The above is a provision for dilapidation expense in relation to the property lease which states the property must be returned in the repair and condition required by the lease.

17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£000's
£000's
Charge to profit or loss in respect of defined contribution schemes
77
81

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£000's
£000's
Issued and fully paid
Ordinary shares of £1 each
2,000,000
2,000,000
2,000
2,000
19
Financial commitments, guarantees and contingent liabilities

The company is party to a group cross-guarantee debenture over all assets, relating to the loan notes issued by International Cookware SAS and La Maison Française du Verre. The holder of the entire debenture is Kartesia fund (the Lender) also the ultimate shareholder. As at 31 December 2025, the company's maximum potential liability under this arrangement was £10.4m (2024: £8.6m).

There were no capital commitments contracted as at 31 December 2025 (2024: £nil).

The company's bank has provided a guarantee in favour of HMRC over a duty deferment facility up to an amount of £300k. As at 31 December 2025, the amount outstanding on this facility was £217 (2024: £95).

INTERNATIONAL COOKWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
20
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases relating to land and buildings, which fall due as follows:

2025
2024
£000's
£000's
Within one year
21
156
Between two and five years
59
86
80
242
21
Related party transactions

The company has not disclosed transactions with key management personnel and other Group companies, as it has taken advantage of the exemption contained within FRS102.33.7 and FRS102.33.1A respectively, on the grounds that the subsidiary is wholly owned.

22
Ultimate controlling party

At 31 December 2025, the immediate parent undertaking is International Cookware SAS, a company incorporated in France. The ultimate and controlling party is La Maison Française du Verre, a company incorporated in France.

La Maison Française du Verre is the smallest and largest group to consolidate these financial statements as at 31 December 2025. Copies of the La Maison Française du Verre consolidated financial statements can be obtained at the register of commerce for the year ended 31 December 2025.

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