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Flair Flooring Group Limited Registered number: 09247756 Annual report and consolidated financial statements For the year ended 30 June 2025
FLAIR FLOORING GROUP LIMITED COMPANY INFORMATION
Directors | T R Carswell
| D P Shah
| N Shah
| R Shah
Registered number | 09247756
Registered office | Etherow Works
| Etherow Industrial Estate
| Woolley Bridge Road
| Hadfield Glossop
| Derbyshire
| SK13 2NS
Independent auditor | Forvis Mazars LLP
| Chartered Accountants & Statutory Auditor
| One St. Peter's Square
| Manchester
| M2 3DE
Bankers | HSBC Bank plc
| 4 Hardman Square
| Spinningfields
| Manchester
| M3 3EB
| ICICI Bank UK plc
| Manchester
| M4 4FY
FLAIR FLOORING GROUP LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 3
Directors' Report | 4 - 6
Independent Auditor's Report | 7 - 10
Consolidated Statement of Comprehensive Income | 11
Consolidated Statement of Financial Position | 12
Company Statement of Financial Position | 13
Consolidated Statement of Changes in Equity | 14
Company Statement of Changes in Equity | 15
Consolidated Statement of Cash Flows | 16 - 17
Notes to the Financial Statements | 18 - 41
FLAIR FLOORING GROUP LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 30 JUNE 2025
Introduction
The directors present their Group Strategic Report for the year ended 30 June 2025.
Business review
The Group's Statement of Financial Position as detailed on page 12 of the financial statements shows shareholders' funds of £4,770,030 (2024: £10,405,816). Dividends paid during the year amounted to £5,082,555 (2024: £183,150). Group turnover for the year decreased by £1,044,968 (2.1% decline) with gross margin flat year on year. Overheads have increased year on year and have been impacted by forward currency contracts. The business continues to successfully grow with its existing customer and supplier relationships.
Principal risks and uncertainties
Economic Downturn The success of the business is reliant on consumer spending in the home furnishings category. A downturn in this area could affect sales and so senior management monitor both macro and category trends. In the case of a severe economic downturn, marketing and pricing strategies are modified to reflect the new conditions.
Proportion of Fixed Overheads as a Percentage of Turnover
A proportion of the Groups overheads are fixed. There is a risk that any significant decrease in revenue may lead to an inability to remain profitable. Management closely monitors fixed overheads against budget on a monthly basis and cost savings are made when there is an anticipated decline in revenue.
Competition
The markets in which the Group operates are highly competitive. As a result, there is constant downward pressure on margins. The Group strives to develop its sourcing routes to maintain competitive cost structures.
People
The Group operates a robust appraisal process which identifies training and development requirements for all employees. Adequate amounts are budgeted for to achieve these aims and mitigate colleague turnover, whilst supporting the growth of the business.
Fluctuations in currency
The majority of the Group's purchases come from overseas and are denominated in foreign currencies. The Group is therefore exposed to foreign currency fluctuations. If required, the business uses forward contracts and other derivatives/financial instruments to reduce the exposure. lf the hedging activity does not mitigate the exposure then the results and the financial condition of the Group may be adversely impacted by foreign currency fluctuations. Application of current accounting standards has meant that the operating profit is affected by large swings in difference on foreign exchange, due to the number of forward contracts in place at year end and the movement in exchange rates compared to the closing rate on 30 June 2025. This effect is visible on an annual basis. - 1 -
FLAIR FLOORING GROUP LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Financial key performance indicators
The Group views its sales growth and overheads as a percentage of sales 27.3% (2024: 20.7%) as its key financial performance indicators. The overheads are negatively impacted in year by an unrealised loss on future forward currency contracts.
Other key performance indicators
The Group uses a number of key performance indicators to deliver improvements in performance of working capital and customer service levels. Working capital key performance indicators include debtor and creditor days, stock turn and cashflow benchmarked against predefined numbers. Customer service key performance indicators include customer retention and satisfaction, along with various delivery key performance indicators.
Statement of the directors duties in performance of S172 Companies Act 2006
The board of directors of the Group consider that both individually and together for the year ended 30 June 2025 they have acted in the way they consider, in good faith, would be the most likely to promote the success of the Group for the benefit of its members as a whole and having regard to the matters set out in s172 (1)(a-f) as below: a) the likely consequences of any decisions in the long-term; b) the interests of the Group’s employees; c) the need to foster the Group’s business relationships with suppliers, customers and others; d) the impact of the Group’s operations on the community and environment; e) the desirability of the Group maintaining a reputation for high standards of business conduct; and f) the need to act fairly as between shareholders of the Group. The board will consider a range of matters when looking at the long-term success of the business, and therefore strategic decisions will fully consider the factors associated with s172. Our employee stakeholders were fundamental to the significant decisions made in the year, with the aim of strengthening the opportunity for long term business success and therefore job security. Employee communication is also made formally and informally on a regular basis through noticeboards and a variety of other means. The business engages with its customer from the new product development phase through to subsequent account management. Meanwhile, our production sites are accessible for quality audits, and similarly the same high standards are applied by the company to ensure the suitability and technical capability of our supply partners. The Group is focused on managing and reducing its carbon footprint and energy reduction through a variety of measures on an ongoing basis. In the community, the business continually employs local skills, and has supported a variety of local causes. Shareholder value remains at the core of all strategic decision making. - 2 -
FLAIR FLOORING GROUP LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025 This report was approved by the board on 29 May 2026 and signed on its behalf.
T R Carswell Director
- 3 -
FLAIR FLOORING GROUP LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2025 The directors present their report and the financial statements for the year ended 30 June 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently; ∙make judgments 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 Group and 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 the Group and to 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.
Results and dividends
The loss for the year, after taxation and minority interests, amounted to £511,371 (2024 - profit £2,128,377). Dividends of £5,082,555 (2024: £183,150) were paid during the year.
Directors
The directors who served during the year were:
T R Carswell
D P Shah
N Shah
R Shah
Future developments
The directors review strategy on a regular basis to ensure all the companies can contribute profitably in the future. In light of continued uncertainty due to geo-political events, we continually monitor our exposure to foreign exchange rates, ensuring we have appropriate levels of cover. As well as regularly assessing our supply chain to mitigate any impact from inflationary pressures. - 4 -
FLAIR FLOORING GROUP LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Financial instruments
The Group's financial instruments comprise cash at bank, hire purchase and overdraft facilities. The object is to ensure that there is continuity of funding, that cash levels are sufficient to meet the ongoing needs of the business, and that there is flexibility to deal with unforeseen events. The policy is to smooth the cash management of the business and to arrange funding ahead of requirements, should it be needed.
Credit risk
The objective is to reduce the risk of loss arising from default by customers. The policy is to ensure customer debt and credit ratings are routinely monitored, and debt insured wherever possible.
Interest risk
The objective is to limit the Group's exposure to interest rate fluctuations. At present, the Group only has secured bank borrowings in the form of a bank overdraft and trade loans, and maintains a policy of interest rate management.
Foreign currency risk
The Group's objective is to mitigate the effect of exchange rate volatility by using forward contracts to purchase foreign currency.
Greenhouse gas emissions, energy consumption and energy efficiency action
The following figures relate to the energy consumed by the Group's main buildings in the United Kingdom and cover CHG emissions data from the year 1 July 2024 to the 30 June 2025.
| 2025 kWh | 2024 kWh
Total Electricity | 458,997 | 467,675
Total Gas | 2,096 | 8,274
Total Company owned vehicles | 401,393 | 662,071
Other information | 2025 | 2024
kWh per £100k of revenue | 1,798 | 2,241
Total kWh | 862,486 | 1,138,020
Total Co2e (tonnes) | 88 | 97
Matters covered in the Strategic Report
As permitted by Section 414 (c) (11) of the Companies Act 2006, the directors have elected to disclose information required to be in the directors' report by Schedule 7 of the "Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008", in the Strategic Report. - 5 -
FLAIR FLOORING GROUP LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Going concern
The financial statements have been prepared on a going concern basis. The following paragraphs set out the basis on which the directors have reached their conclusion. The Group has a loss before tax of £654,889 (2024 profit: £2,714,427) and net assets totalling £4,770,030 (2024: £10,405,816) at 30 June 2025. The Group and its subsidiaries currently meet their working capital requirements through their cash and bank funding. Based on the Group and subsidiaries' forecasts and projections, the directors believe they have sufficient facilities to trade through the next 12 months. Therefore the directors believe it is appropriate to prepare the accounts to 30 June 2025 on a going concern basis and that there will be limited impact on solvency for a period of at least 12 months after the date of approval of the financial statements.
Post balance sheet events
There have been no significant events affecting the Group since the year-end.
Auditor
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 29 May 2026 and signed on its behalf.
T R Carswell Director
- 6 -
FLAIR FLOORING GROUP LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FLAIR FLOORING GROUP LIMITED Opinion We have audited the financial statements of Flair Flooring Group Limited (the ‘Parent Company’) and its subsidiaries (the 'Group') for the year ended 30 June 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 the Parent Company’s affairs as at 30 June 2025 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 "Auditor’s responsibilities for the audit of the financial statements" section of our report. We are independent of the Group and Parent 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 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 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. - 7 -
FLAIR FLOORING GROUP LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FLAIR FLOORING GROUP LIMITED 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 the audit: ∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report. 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 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; and ∙we have not received all the information and explanations we require for our audit. - 8 -
FLAIR FLOORING GROUP LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FLAIR FLOORING GROUP LIMITED Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 Group 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 intend either to liquidate the Group or the Parent 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Based on our understanding of the Group and the Parent Company and their industry, we considered that noncompliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: ∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and Parent Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; ∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities; ∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and ∙Considering the risk of acts by the Group and Parent Company which were contrary to applicable laws and regulations, including fraud. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. - 9 -
FLAIR FLOORING GROUP LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FLAIR FLOORING GROUP LIMITED In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut off assertion) and significant one-off or unusual transactions. Our audit procedures in relation to fraud included but were not limited to: ∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; ∙Gaining an understanding of the internal controls established to mitigate risks related to fraud; ∙Discussing amongst the engagement team the risks of fraud; and ∙Addressing the risks of fraud through management override of controls by performing journal entry testing. There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. 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 auditor’s report. Use of the audit 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. Christopher Martin (Senior Statutory Auditor) for and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor One St. Peter's Square Manchester M2 3DE 29 May 2026 - 10 -
FLAIR FLOORING GROUP LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 49,739,033 | 50,784,001
Cost of sales |  | (36,825,632) | (37,574,101)
Gross profit |  | 12,913,401 | 13,209,900
Distribution costs |  | (810,769) | (903,464)
Administrative expenses |  | (12,785,934) | (9,616,197)
Operating (loss)/profit | 5 | (683,302) | 2,690,239
Interest receivable and similar income | 9 | 82,284 | 64,915
Interest payable and similar expenses | 10 | (53,871) | (40,727)
(Loss)/profit before taxation |  | (654,889) | 2,714,427
Tax on (loss)/profit | 11 | 143,450 | (586,050)
(Loss)/profit for the financial year |  | (511,439) | 2,128,377
Currency translation differences |  | (41,860) | 29,978
Other comprehensive income for the year |  | (41,860) | 29,978
Total comprehensive income for the year |  | (553,299) | 2,158,355
(Loss)/profit for the year attributable to: |  |  |
Non-controlling interests |  | (68) | -
Owners of the parent Company |  | (511,371) | 2,128,377
|  | (511,439) | 2,128,377
Total comprehensive income for the year attributable to: |  |  |
Non-controlling interest |  | (68) | -
Owners of the parent Company |  | (553,231) | 2,158,355
|  | (553,299) | 2,158,355
The notes on pages 18 to 41 form part of these financial statements.
- 11 -
FLAIR FLOORING GROUP LIMITED REGISTERED NUMBER: 09247756 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | - |  | -
Tangible assets | 14 |  | 554,141 |  | 402,846
|  |  | 554,141 |  | 402,846
Current assets |  |  |  |  |
Stocks | 16 | 9,747,602 |  | 10,334,464 |
Debtors: amounts falling due within one year | 17 | 8,824,871 |  | 6,907,375 |
Cash at bank and in hand | 18 | 1,626,950 |  | 6,985,284 |
|  | 20,199,423 |  | 24,227,123 |
Creditors: amounts falling due within one year | 19 | (15,983,534) |  | (14,152,833) |
Net current assets |  |  | 4,215,889 |  | 10,074,290
Total assets less current liabilities |  |  | 4,770,030 |  | 10,477,136
Creditors: amounts falling due after more than one year | 20 |  | - |  | (71,320)
Net assets |  |  | 4,770,030 |  | 10,405,816
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 570 |  | 570
Merger reserve | 24 |  | 4,107,138 |  | 4,107,138
Profit and loss account | 24 |  | 662,322 |  | 6,298,108
|  |  | 4,770,030 |  | 10,405,816
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 May 2026.
T R Carswell
Director
The notes on pages 18 to 41 form part of these financial statements. - 12 -
FLAIR FLOORING GROUP LIMITED REGISTERED NUMBER: 09247756 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 15 |  | 4,107,468 |  | 4,107,468
|  |  | 4,107,468 |  | 4,107,468
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 17 | - |  | 1,680,823 |
Cash at bank and in hand | 18 | 5,177 |  | 1,086,753 |
|  | 5,177 |  | 2,767,576 |
Creditors: amounts falling due within one year | 19 | (311,308) |  | (7,633) |
Net current (liabilities)/assets |  |  | (306,131) |  | 2,759,943
Total assets less current liabilities |  |  | 3,801,337 |  | 6,867,411
Net assets |  |  | 3,801,337 |  | 6,867,411
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 570 |  | 570
Merger reserve | 24 |  | 4,107,138 |  | 4,107,138
Profit and loss account | 24 |  | (306,371) |  | 2,759,703
|  |  | 3,801,337 |  | 6,867,411
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the Parent Company for the year was £2,016,481 (2024: £1,506,414). The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 May 2026.
T R Carswell
Director
The notes on pages 18 to 41 form part of these financial statements. - 13 -
FLAIR FLOORING GROUP LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
| Called up share capital | Merger reserve | Profit and loss account | Non-controlling interests | Total equity
| £ | £ | £ | £ | £
At 1 July 2023 | 570 | 4,107,138 | 4,322,903 | - | 8,430,611
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | 2,128,377 | - | 2,128,377
Currency translation differences | - | - | 29,978 | - | 29,978
Total comprehensive income for the year | - | - | 2,158,355 | - | 2,158,355
Contributions by and distributions to owners |  |  |  |  |
Dividends: Equity capital | - | - | (183,150) | - | (183,150)
Total transactions with owners | - | - | (183,150) | - | (183,150)
At 1 July 2024 | 570 | 4,107,138 | 6,298,108 | - | 10,405,816
Comprehensive expense for the year |  |  |  |  |
Loss for the year | - | - | (511,371) | (68) | (511,439)
Currency translation differences | - | - | (41,860) | - | (41,860)
Total comprehensive expense for the year | - | - | (553,231) | (68) | (553,299)
Contributions by and distributions to owners |  |  |  |  |
Dividends: Equity capital | - | - | (5,082,555) | - | (5,082,555)
Movement in non-controlling interests | - | - | - | 68 | 68
Total transactions with owners | - | - | (5,082,555) | 68 | (5,082,487)
At 30 June 2025 | 570 | 4,107,138 | 662,322 | - | 4,770,030
| The notes on pages 18 to 41 form part of these financial statements.
- 14 -
FLAIR FLOORING GROUP LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
| Called up share capital | Merger reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 July 2023 | 570 | 4,107,138 | 1,436,439 | 5,544,147
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 1,506,414 | 1,506,414
Total comprehensive income for the year | - | - | 1,506,414 | 1,506,414
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (183,150) | (183,150)
Total transactions with owners | - | - | (183,150) | (183,150)
At 1 July 2024 | 570 | 4,107,138 | 2,759,703 | 6,867,411
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 2,016,481 | 2,016,481
Total comprehensive income for the year | - | - | 2,016,481 | 2,016,481
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (5,082,555) | (5,082,555)
Total transactions with owners | - | - | (5,082,555) | (5,082,555)
At 30 June 2025 | 570 | 4,107,138 | (306,371) | 3,801,337
| The notes on pages 18 to 41 form part of these financial statements.
- 15 -
FLAIR FLOORING GROUP LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2025
|  |  |  | As restated
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
(Loss)/profit for the financial year | (511,439) | 2,128,377
Adjustments for: |  |
Depreciation of tangible assets | 424,145 | 449,806
Loss on disposal of tangible assets | 833 | (29,500)
Interest paid | 53,871 | 40,727
Interest received | (82,284) | (64,915)
Taxation charge | (143,450) | 586,050
Decrease/(increase) in stocks | 586,862 | (1,711,820)
Increase in debtors | (1,984,723) | (1,077,789)
Increase in creditors | 541,309 | 1,099,131
Decrease in amounts owed by entities under common control | 506,343 | 293,485
Corporation tax paid | (495,404) | (298,447)
Net cash generated from operating activities | (1,103,937) | 1,415,105
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (632,690) | (422,814)
Sale of tangible fixed assets | 56,417 | 29,500
Interest received | 82,284 | 64,915
Net cash from investing activities | (493,989) | (328,399)
- 16 -
FLAIR FLOORING GROUP LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
|  |  | As restated
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
Issue of ordinary shares attributable to NCI | 68 | -
Repayment of/new finance leases | (66,466) | 124,005
Dividends paid | (5,082,555) | (183,150)
Interest paid | (53,871) | (40,727)
Net cash used in financing activities | (5,202,824) | (99,872)
Net (decrease)/increase in cash and cash equivalents | (6,800,750) | 986,834
Cash and cash equivalents at beginning of year | 4,636,244 | 3,619,432
Foreign exchange gains and losses | (41,860) | 29,978
Cash and cash equivalents at the end of year | (2,206,366) | 4,636,244
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 1,626,950 | 6,985,284
Bank overdrafts | (3,833,316) | (2,349,040)
| (2,206,366) | 4,636,244
- 17 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
1. | General information
Flair Flooring Group Limited is a private company limited by shares and incorporated in England, company number 09247756. The address of the registered office and principal place of business is Etherow Works, Etherow Industrial Estate, Woolley Bridge Road, Hadfield, Glossop, Derbyshire, SK13 2NS. The nature of the Group's operation and its principal activity is that of the supply of rugs. 2. Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time. - 18 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2. Accounting policies (continued)
| 2.3 | Going concern
The financial statements have been prepared on a going concern basis. The following paragraphs set out the basis on which the directors have reached their conclusion. The Group has a loss before tax of £654,889 (2024 profit: £2,714,427) and net assets totalling £4,770,030 (2024: £10,405,816) at 30 June 2025. The Group and its subsidiaries currently meet their working capital requirements through their cash and bank funding. Based on the Group and subsidiaries' forecasts and projections, the directors believe they have sufficient facilities to trade through the next 12 months. Therefore the directors believe it is appropriate to prepare the accounts to 30 June 2025 on a going concern basis and that there will be limited impact on solvency for a period of at least 12 months after the date of approval of the financial statements.
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. - 19 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2. Accounting policies (continued)
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.7 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.8 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.9 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds. - 20 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2. Accounting policies (continued)
| 2.10 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.11 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. - 21 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2. Accounting policies (continued)
| 2.12 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Motor vehicles | - | 25% Straight-line
|  |  |  | Fixtures and fittings | - | 25% Straight-line
|  |  |  | Display equipment | - | 100% accelerated depreciation
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.13 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.14 | 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. Work in progress and finished goods include labour and attributable overheads. At each reporting 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.
| 2.15 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. - 22 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2. Accounting policies (continued)
| 2.16 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.17 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.18 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss. - 23 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2. Accounting policies (continued)
| 2.19 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. - 24 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2. Accounting policies (continued)
| 2.19 | Financial instruments (continued)
Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic 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 Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. - 25 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2. Accounting policies (continued)
| 2.19 | Financial instruments (continued)
Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
| 2.20 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. - 26 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Preparation of the financial statements requires management to make significant judgments and estimates. The items in the financial statements where these judgments and estimates have been made include: Provision for impairment loss on trade debtors The management of the Group exercises significant judgment in providing for impairment losses on trade debtors. At the year end trade debtors amounted to £7,549,297 (2024: £5,681,471).The provision for impairment loss recognised was £3,461 (2024 : £3,922). Provision for obsolete and slow moving stocks The Group reviews its stocks to assess loss on account of obsolescence on a regular basis. In determining whether provision for obsolescence should be recorded in the profit and loss account, the Group makes judgments a to whether there is any observable data indicating that there is any future saleability of the product and the estimated net realisable value for such product. The valuation of stock is deemed to be an area of judgment due to management deciding upon the value of any provisions against stock at the year end. Accordingly, provision for impairment is made where the net realisable value is less than the cost based on best estimates by the management. The provision for obsolescence of stock is based on the ageing and historical sales pattern. At the year end stock had a carrying value of £9,747,602 (2024: £10,334,464). Stock provisions were recognised of £905,557 (2024: £535,061). Other estimates and judgments Management of the Group also exercises significant judgment in estimating the useful life of tangible, fixed assets. At the year end, the Group has tangible fixed assets with net book value of £554,141 (2024: £402,846). Should these estimates vary, the profit or loss and balance sheet of the following years could be impacted. - 27 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wholesaling of rugs to the retail sector | 49,739,033 | 50,784,001
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 45,555,791 | 47,072,687
| Rest of Europe | 232,840 | -
| Rest of the world | 3,950,402 | 3,711,314
|  | 49,739,033 | 50,784,001
5. | Operating (loss)/profit
| The operating (loss)/profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 424,145 | 449,806
| Foreign exchange differences | (1,882,266) | (73,313)
| Other operating lease rentals | 1,017,844 | 947,869
| (Profit)/ Loss on disposal of fixed asset | 833 | (29,500)
| Defined contribution pension cost | 269,252 | 226,541
- 28 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
6. | Auditor's remuneration
| During the year, the Group obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Group's auditor for the audit of the Company's financial statements | 9,420 | 9,014
| Fees payable to the Group's auditor for the audit of the subsidiaries financial statements | 56,835 | 54,086
| Fees payable to the Company's auditor in respect of: |  |
| Corporate Tax compliance services | 7,950 | 7,650
| Other non-audit services not included above | 10,958 | 9,960
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 6,413,677 | 5,613,239
| Social security costs | 662,799 | 510,356
| Cost of defined contribution scheme | 269,252 | 226,541
|  | 7,345,728 | 6,350,136
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Distribution | 67 | 84 | - | -
|  | Administrative | 92 | 82 | - | -
|  | Management | 21 | 12 | 4 | 4
|  |  | 180 | 178 | 4 | 4
- 29 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 292,264 | 354,260
| Group contributions to defined contribution pension schemes | 32,277 | 24,765
|  | 324,541 | 379,025
| During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £140,549 (2024 - £143,349).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £32,277 (2024 - £24,405).
| There are no other key management personnel.
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 82,284 | 64,915
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loan interest payable | 40,363 | 40,727
| Other interest payable | 13,508 | -
|  | 53,871 | 40,727
- 30 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 170,472 | 431,001
| Adjustments in respect of previous periods | 73 | 179,283
| Total current tax | 170,545 | 610,284
| Deferred tax |  |
| Origination and reversal of timing differences | (313,995) | (24,234)
| Total deferred tax | (313,995) | (24,234)
| Taxation on profit/(loss) on ordinary activities | (143,450) | 586,050
- 31 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 11. Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| (Loss)/profit on ordinary activities before tax | (654,889) | 2,714,427
| (Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (163,722) | 678,607
| Effects of: |  |
| Expenses not deductible for tax purposes | 17,884 | -
| Fixed asset differences | 794 | -
| Income not taxable for tax purposes | - | (278,843)
| Adjustment to brought forward values | (26,373) | -
| Movement in deferred tax not recognised | 27,889 | -
| Adjustments in respect of prior periods | 73 | 179,283
| Adjustments in respect of prior periods- deferred tax | 3,039 | 6,374
| Other differences | (3,034) | 791
| Marginal relief | - | (162)
| Total tax charge for the year | (143,450) | 586,050
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
12. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Equity dividends paid | 5,082,555 | 183,150
| The total dividends paid of £5,082,555 comprised distributions of £32,000 to holders of Ordinary A shares, £4,575 to holders of Ordinary B shares, and £5,045,980 to holders of the preference shares.
- 32 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
13. | Intangible assets
| Group
|  | Goodwill
|  | £
| Cost |
| At 1 July 2024 | 50,000
| At 30 June 2025 | 50,000
| Amortisation |
| At 1 July 2024 | 50,000
| At 30 June 2025 | 50,000
| Net book value |
| At 30 June 2025 | -
| At 30 June 2024 | -
- 33 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
14. | Tangible fixed assets
| Group
|  | Motor vehicles | Fixtures and fittings | Display equipment | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 July 2024 | 584,014 | 1,507,093 | 2,378,426 | 4,469,533
| Additions | 27,250 | 403,683 | 201,757 | 632,690
| Disposals | (57,250) | - | - | (57,250)
| At 30 June 2025 | 554,014 | 1,910,776 | 2,580,183 | 5,044,973
| Depreciation |  |  |  |
| At 1 July 2024 | 366,834 | 1,321,427 | 2,378,426 | 4,066,687
| Charge for the year | 68,511 | 153,877 | 201,757 | 424,145
| At 30 June 2025 | 435,345 | 1,475,304 | 2,580,183 | 4,490,832
| Net book value |  |  |  |
| At 30 June 2025 | 118,669 | 435,472 | - | 554,141
| At 30 June 2024 | 217,180 | 185,666 | - | 402,846
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fixtures and fittings | 85,359 | 72,042
|  | 85,359 | 72,042
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FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
15. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost and net book value |
| At 1 July 2024 | 4,107,468
| At 30 June 2025 | 4,107,468
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Flair Flooring Supplies Limited | Etherow Works, Etherow Industrial Estate Woolley Bridge Road, Glossop, Derbyshire, SK13 2NS | Ordinary | 100%
| Flair Flooring Supplies International Limited | Etherow Works, Etherow Industrial Estate Woolley Bridge Road, Glossop, Derbyshire, SK13 2NS | Ordinary | 100%
| Flair International B.V.* | Achtseweg Zuid 151 B 5651 GW, Eindhoven, Noord-Brabant Netherlands | Ordinary | 100%
| Flair International FR* | 60 Rue Francois Ier, 75008 Paris | Ordinary | 90%
| The principal activity of Flair Flooring Supplies Limited is the wholesale of rugs to the retail sector. The principal activity of Flair Flooring Supplies International Limited is the wholesale of rugs overseas. The principal activity of Flair International B.V. is the wholesale trade in floor coverings. The principal activity of Flair International FR is the online retail of general merchandise including carpets, furniture and decor items. All subsidiaries marked with a * are companies which are indirectly held by Flair Flooring Group Limited.
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FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
16. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Goods in transit | 2,286,984 | 3,243,944
| Finished goods and goods for resale | 7,460,618 | 7,090,520
|  | 9,747,602 | 10,334,464
| The difference between purchase price or production cost of stocks and their replacement cost is not material.
17. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 7,549,297 | 5,681,471 | - | -
| Amounts owed by group undertakings | - | - | - | 1,014,308
| Amounts owed by entities under common control | 172 | 506,515 | - | 666,515
| Other debtors | 117,058 | 133,939 | - | -
| Prepayments and accrued income | 705,448 | 571,671 | - | -
| Tax recoverable | 125,122 | - | - | -
| Deferred taxation | 327,774 | 13,779 | - | -
|  | 8,824,871 | 6,907,375 | - | 1,680,823
| Amounts owed by group undertakings are interest free and repayable on demand.
18. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 1,626,950 | 6,985,284 | 5,177 | 1,086,753
| Less: bank overdrafts | (3,833,316) | (2,349,040) | - | -
|  | (2,206,366) | 4,636,244 | 5,177 | 1,086,753
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FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
19. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank overdrafts | 3,833,316 | 2,349,040 | - | -
| Trade creditors | 7,263,532 | 8,222,097 | - | -
| Amounts owed to group undertakings | - | - | 300,000 | -
| Corporation tax | 26,891 | 226,628 | 11,308 | 7,633
| Other taxation and social security | 1,064,659 | 970,392 | - | -
| Obligations under finance lease and hire purchase contracts | 57,539 | 52,685 | - | -
| Other creditors | 521,135 | 401,148 | - | -
| Accruals and deferred income | 1,786,960 | 1,825,353 | - | -
| Financial instruments | 1,429,502 | 105,490 | - | -
|  | 15,983,534 | 14,152,833 | 311,308 | 7,633
| Amounts owed to group undertakings are interest free and repayable on demand. The bank overdrafts are secured by a fixed and floating charge over all assets of the Group. They are also subject to cross company guarantee including all companies within Flair Flooring Group.
20. | Creditors: Amounts falling due after more than one year
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Net obligations under finance leases and hire purchase contracts | - | 71,320
Net obligations under finance leases and hire purchase contracts are secured against the assets to which they relate.
21. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Within one year | 57,539 | 52,685
| Between 1-5 years | - | 71,320
|  | 57,539 | 124,005
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FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
22. | Deferred taxation
| Group
|  | 2025 | 2024
|  | £ | £
| At beginning of year | 13,779 | (10,455)
| Charged to profit or loss | 313,995 | 24,234
| At end of year | 327,774 | 13,779
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | 327,774 | 13,779
23. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 21,000 (2024 - 21,000) Ordinary A shares of £0.01 each | 210 | 210
|  | 3,000 (2024 - 3,000) Ordinary B shares of £0.01 each | 30 | 30
|  | 33,000 (2024 - 33,000) Preference shares of £0.01 each | 330 | 330
|  |  | 570 | 570
| The A and B Ordinary shares are non-redeemable but hold full rights in respect of voting, and entitle the holder to full participation in respect of equity and in the event of a winding up of the Company. The shares are considered separately by the directors when considering dividends from time to time. The Preference Shares are non-redeemable and have no voting rights. The holder is entitled to a preferential cumulative net cash dividend in priority to the holders of other classes of share on return of capital (other than a redemption). The holders are entitled to payment of the surplus assets of the Company up to a threshold of £4m to be distributed pro-rata between the holders of the preference shares.
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FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
24. | Reserves
Merger Reserve The merger reserve includes the difference between the cost of investment and the nominal value of the share capital acquired. Profit and loss account The profit and loss account includes all current and prior period retained profits and losses. During the year the Parent Company, Flair Flooring Group Limited, declared and paid a dividend of £5,082,555 to its shareholders. At the time of declaration, the Company did not have sufficient distributable reserves to make this distribution and so it should not have been paid by the Company to its shareholders. The directors took legal advice and the position was rectified in the financial year ended 30 June 2026 through the declaration of a dividend of £310,000 from its subsidiaries.
25. | Analysis of net debt
|  | At 1 July 2024 | Cash flows | At 30 June 2025
|  | £ | £ | £
| Cash at bank and in hand | 6,985,284 | (5,358,334) | 1,626,950
| Bank overdrafts | (2,349,040) | (1,484,276) | (3,833,316)
| Debt due within 1 year | (401,150) | (119,199) | (520,349)
| Finance leases | (124,005) | 66,466 | (57,539)
|  | 4,111,089 | (6,895,343) | (2,784,254)
26. | Pension commitments
The Group operates two defined contributions pension schemes and pays into employee personal pension schemes. The assets of the scheme are held separately from those of the Group in independently administered funds. The pension cost charge represents contributions payable by the Group to the funds and amounted to £269,252 (2024: £226,541). As at 30 June 2025, contributions totalling £585 (2024: £23,956) were payable to the fund. - 39 -
FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
27. | Commitments under operating leases
| At 30 June 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Land and Buildings |  |
| Not later than 1 year | 520,000 | 520,000
| Later than 1 year and not later than 5 years | 415,753 | 666,667
|  | 935,753 | 1,186,667
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Other leases |  |
| Not later than 1 year | 161,939 | 71,972
| Later than 1 year and not later than 5 years | 306,908 | 143,999
|  | 468,847 | 215,971
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FLAIR FLOORING GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
28. | Related party transactions
| The Company has taken the exemption available from section 33 to not disclose transactions with other wholly owned members of the Group.
|  | 2025 | 2024
|  | £ | £
| Directors loan account – closing balance | (520,349) | (377,194)
| Rent paid to entities under common control were made during the year of £520,000 (2024: £520,000). At the year end amounts owed from entities under common control totalled £174 (2024 owed to: £160,000). Interest was charged on the outstanding loan relating to entities under common control totalling £Nil (2024: £30,897). Dividends totalling £5,082,555 (2024: £183,150) were declared in the period. £5,045,980 of this amount related to payments made to trust (2024: £110,000) and £36,575 related to payments made to directors (2024: £73,150). Directors loan account interest has been accrued at an annual rate of 10%. The total interest accrued and paid for the year on the director's loan accounts was £37,931 (2024: £38,436). Donations were made to Flair Foundation during the year of £17,176 (2024: £195,633).
29. | Controlling party
The Group is under the ultimate control of Mr N Shah due to his majority shareholding. Warp & Weft Group Limited holds a non-controlling interest in Flair Flooring Group Limited; however, Mr N Shah remains the ultimate controller as he continues to hold the majority of the voting rights.
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