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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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CONTENTS
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GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report and the financial statements for the year ended 31 December 2025.
The Group’s principal activities during the year continued to be the manufacture and distribution of domestic furnishings.
On 18 December 2025, the Group underwent a change in ownership as part of a management buy-out, whereby a newly incorporated parent company, Home Decor Holdings Limited, acquired the entire issued share capital of HD Holdings II Limited, including a share-for-share exchange with certain members of management and the buy-out of the remaining shareholder, Promontoria Holding 155 B.V. See note 23 for further details of the management buy out.
The Group’s key financial and other performance indicators during the year were as follows:
Turnover increased in 2025 by 12% when compared with 2024. The increase in turnover is driven predominantly by increased sales revenue through the contract sales channel with new sites and business gained throughout the year. In addition, retail revenue increased being predominantly driven by increased sales revenue through one major retailer following successfully winning back business that was initially lost in 2017 through a tender process. 2025 delivered an increase in EBITDA to £1.5m compared to the 2024 EBITDA of £0.8m with the increase driven by the increase in sales revenue. Shareholders’ funds increased by 102% due to the smaller loss for the year and the waiver of the loan with the previous shareholder, Promontoria Holding 155 B.V. as part of the management buy out. The Group’s ‘quick ratio’ (current assets as a percentage of current liabilities), increased to 83% (2024: 67%). There was a decrease in the number of employees during the year from 145 in 2024 to 140 in 2025. The products manufactured and sold by the Group have minimal environmental impact. However, the board believes in good environmental practice as a matter of principle. Additionally, the Group will benefit from such practice in terms of its reputation of the Group. Consequently, the Group continues to put environmental responsibilities high on the agenda.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The principal risks and uncertainties facing the Group are outlined below;
∙Exchange rates and commodity prices
The directors consider that exchange rates and commodity prices are the two main factors that they are unable to control that may impact on the profitability of the business. However, having considered the impact of these matters as part of our forecasting process, we do not expect any fluctuations in these areas to have a material impact upon the profitability of the business. The business has demonstrated over recent years its ability to pass on any cost increases driven by changes in these factors, to its customers in the form of price increases. We also have a policy of forward foreign exchange contracts on a rolling 6 month basis that allows time for customer price increases to be secured.
∙Competitive risk
The directors do not consider the competitive risk of the business to be any greater than would normally be expected for a company operating in an open market environment.
∙Risk surrounding interest rates
Interest rates ended 2024 at 4.75% and have been subsequently cut further throughout 2025 to the current level of 3.75%. However as high interest rates over the last few years have driven up mortgage and loan rates and impacted consumer spending on big ticket items, despite the small cuts over the last 12 months, interest rates are forecast to increase again before the end of the year driven by inflationary pressures and global energy prices. Therefore, when assessing the impact of this on the business, the Directors have been conservative within their forecasts, reflecting increased costs, the impact on overheads and lower demand for our product reflected within underlying volumes.
∙Credit, liquidity and cash flow risk
This is the risk that the Group will not be able to meet its financial liabilities as they fall due. The business produces and monitors short term and long term cashflow forecasts, to ensure that if a potential liquidity risk existed appropriate action could be taken in advance to avoid such a situation. Credit risk is managed by only offering credit terms to those customers who meet internal requirements relating to payment history and creditworthiness.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
We fulfil the statutory requirements for Streamlined Energy and Carbon Reporting which includes disclosure of the Group’s carbon emissions. Under the Companies Act 2006 / SECR Regulations, ‘Large’ companies’ are required to report their annual emissions in their Directors’ report.
The Streamlined Energy and Carbon Reporting statement covers the reporting period 1 January 2025 to 31 December 2025 and has been prepared in line with the requirements of the Streamlined Energy and Carbon Reporting regulations and the relevant areas of the Greenhouse Gas (‘GHG’) Protocol Corporate Accounting and Reporting Standard.
*Conversion factors provided by BEIS and the Carbon Trust
The total energy consumption for 2025 was 1,003,279 kWh equating to 57,460 kgCO2e
The total fuel usage for 2025 was 26,787 litres equating to 84,950 kgCO2e
Carbon intensity: Emissions of kgCO2e/£m turnover during 2025 was 0.005535 kgCO2e
2024 Comparative data
*Conversion factors provided by BEIS and the Carbon Trust
The total energy consumption for 2024 was 985,400 kWh equating to 32,290 kgCO2e
The total fuel usage for 2024 was 34580 litres equating to 92,710 kgCO2e
Carbon intensity: Emissions of kgCO2e/£m turnover during 2024 was 0.005427 kgCO2e
Qualifying information on the above data:
∙This statement has been prepared in line with the requirements of the Streamlined Energy and Carbon Reporting regulations and the relevant areas of the Greenhouse Gas (‘GHG’) Protocol Corporate Accounting and Reporting Standard and Governments Department of Energy Security & Net Zero GHG Conversion Factors for Company Reporting.
∙This is the Group’s sixth year of Streamlined Energy and Carbon Reporting and for 2025 we have been able to use our Power BI Sustainability Reporting Tool to calculate a full year of electricity, gas and fuel consumption.
∙kgCO2e is the kilograms of equivalent carbon emissions generated by the various greenhouse gasses (carbon dioxide, methane, nitrous oxide etc.) each of which has a ‘Global Warming Potential’ factor that is included in the above emission figure.
∙Total sales for use as the Metric are £25,728,126
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
During the year 2025 the following improvements in energy efficiency were undertaken:
∙Improvements to data collection using the Power BI Sustainability Reporting Tool for Scope 1 & 2.
∙Continued use of 100% renewable grid electricity energy with improvements to carbon measurement reporting tool allowing for the identification of CO2 generated from the transmission and distribution of the electricity supply (scope 3)
∙Reductions in fuel usage
This report was approved by the board on 2 July 2026 and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The directors who served during the year were:
The loss for the year, after taxation, amounted to £809,164 (2024 - loss £1,602,328).
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.
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;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
In 2025 the business experienced an increase in year on year Retail and Distribution volumes predominantly driven by the growth within a large nationwide retailer following successfully winning back business that was initially lost in 2017 through a tender process. Despite a decline in new house sales, the Contract channel also delivered significant growth driven by new customers and increased business wins year on year. Gross margins remained in line with the prior year.
The Board reviews medium and long term plans at regular intervals, normally twice yearly, however more if the environment is volatile. Key to the businesses successful future is sales growth in its existing products and channels to market but also in growing its product offering. In recent years Home Decor began manufacturing and installing Hinged Wardrobes for a large Newbuild contract with these new products now also launched within a major Retail customer and in its own direct to consumer channel in addition to the offering of a home installation service. Home Decor has also now developed a free standing wardrobe range, with both a sliding and hinged door offering, to a stage where this is being proactively targeted at new distributors within this category who do not want to enter the fitted bedroom category.
The company’s financial instruments comprise cash and liquid resources, bank loans and various items, such as trade receivables and trade payables that arise directly from its operations. The company also uses foreign exchange forward contracts to mitigate its exposure to movements in foreign exchange rates. The main purpose of these financial instruments is to provide working capital for the company’s operations.
The directors have assessed the group’s ability to continue as a going concern and have considered forecasts, cash flows and available financing facilities for a period of at least 12 months from the date of approval of the financial statements. Based on this assessment, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The directors therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.
The group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the group. This is achieved through formal and informal meetings.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The auditors, Shorts, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HD HOLDINGS II LIMITED
We have audited the financial statements of HD Holdings II Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
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 or 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HD HOLDINGS II LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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.
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HD HOLDINGS II LIMITED (CONTINUED)
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 Auditors' 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 Group financial statements.
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:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙through discussions with the directors and other management and from our commercial knowledge and experience of the clients business, we identified the laws and regulations applicable to the Company; and
∙focusing on the specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, we assessed the extent of compliance with those laws and regulations identified above through making enquiries of management and inspecting relevant correspondence.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulation.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙reviewed journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙enquiring of management as to actual and potential litigation and claims;
∙considering relationships with HMRC and other relevant regulators; and
∙reviewing legal and professional costs to identify any indicators of litigation.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HD HOLDINGS II LIMITED (CONTINUED)
Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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 Auditors' 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 Auditors' 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
Cedar House
63 Napier Street
S11 8HA
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 July 2026.
The notes on pages 20 to 39 form part of these financial statements.
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COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 20 to 39 form part of these financial statements.
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