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

Andrew Martin was established in 1978. The principal aim of Andrew Martin (together with its subsidiary, the ‘group’) is to empower more people to create homes as interesting as the people who live in them. The group does this through the design and distribution of fine fabrics and furniture. It operates four Andrew Martin showrooms in Greater London. The group’s products are sold through its expanding network of interior designers or directly to consumers via its showrooms or its website, under the Andrew Martin brand. The group also exports products worldwide, to selected distribution partners outside of the United Kingdom.

The turnover for the group for the year ended 31 December 2025 was £22.9m (2024: £23.1m). The marginal decline was driven by a reduction in turnover from sales of furniture. The group has a strong pipeline of new furniture collections that it plans to launch in the coming 18 months and despite ongoing headwinds and softness in demand for high ticket items, the group will continue to invest for the long term. In contrast, the group’s fabric business delivered a positive performance, with turnover growing over 9% to £4.0m (2024: £3.7m).

The group’s gross margin for the year ended 31 December 2025 was 47.2% (2024: 48.3%). The compression was due to both shifts in product category mix, together with a deliberate strategy to increase sales of discounted stock lines. This targeted discounting allowed the group to clear through slow-moving stock lines and reduce its inventory position, closing the year with stock down, at £3.7m (2024: £4.3m).

The group’s adjusted earnings before interest, tax, depreciation and amortisation, and other exceptional items (“Adjusted EBITDA”) for the year ended 31 December 2025 was positive £0.2m (2024: positive £0.5m). The lower level of profitability reflected the group’s decision to focus on the execution of its long-term strategy.

On a statutory basis, the group recorded a loss before taxation of £0.9m for the year ended 31 December 2025 (2024: profit of £0.2m). The variance is almost entirely attributable to £0.7m of exceptional items incurred during year, which comprise one-off, non-recurring corporate reorganisational costs and legacy provisions. More details on these items are included in note 4.

Overall, the directors view 2025 as a transitional year for the group. Whilst the level of profitability was disappointing, the foundations are being set to elevate the Andrew Martin product offering, to deliver the best possible customer experience and to simplify the group's operations.

The principal risk and uncertainty facing the group is the ongoing global economic headwinds, which continues to exert influence on consumer sentiment in the United Kingdom, the group’s primary market. The group continues to build its business through all of its channels to mitigate the effect of each channel, whilst developing a range of products to elevate the holistic proposition the Andrew Martin brand offers to its customers.

The group operates a central treasury function which is primarily responsible for managing cash balances and foreign currency risks. We have little exposure to foreign currency fluctuations as we buy and sell in Euros and Dollars.

The group seeks to specifically manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs as and when they fall due. Liquid resources are managed to ensure cash assets are invested safely and profitably.

The group has no significant concentrations of credit risk. The group operates a policy that requires appropriate credit checks on potential customers before credit sales commence.

On behalf of the board

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

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £500,008. The directors do not recommend payment of a further dividend.

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

Likely future developments in the business are discussed in the strategic report.

The group has always been aware of its impact upon the environment and continuously works to reduce its carbon footprint and that of its suppliers.

Reported energy consumption includes metered electricity across offices, showrooms, workshops and warehouse facilities, together with fuel consumed by company owned or leased vehicles.

Greenhouse gas emissions have been calculated in accordance with the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard. Emissions have been calculated by applying relevant government conversion factors to the underlying activity data. The calculations use the UK Government 2021 greenhouse gas reporting conversion factors.

The group has chosen to share two intensity ratio metrics (i) total gross greenhouse gas emissions (tonnes CO₂e) per £ of consolidated total revenue; and (ii) per employee. Management considers this to be an appropriate metric for monitoring emissions performance over time to provide a complete picture as revenue metrics show financial sustainability; whilst employee metrics show internal cultural efficiency to staff and customers.

The group promotes energy awareness among employees and encourages the efficient use of energy across its operations.

The group operates a fleet of hybrid company vehicles to help reduce emissions associated with business travel.

As part of the group’s wider sustainability objectives, in 2025, the group:

• Increased the consolidation of product within certain suppliers, reducing the number of sea freight shipments required;

• Continued to procure electricity from renewable energy sources, where available;

• Continued the use of biomass heating, using waste material; and

• Continued to assess opportunities to reduce greenhouse gas emissions across its operations and logistics activities.

Since 2022, the group has partnered with Carma to support reforestation and community-based environmental projects. Under this initiative, a tree is planted in connection with each customer order received. As of 31 December 2025, 78,596 trees have been planted through this verified reforestation programme.

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

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

- select suitable accounting policies and then apply them consistently;

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

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

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

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

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 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 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

In the 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 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; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the statement of directors' responsibilities, 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's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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.

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the group.

The following laws and regulations were identified as being of significance to the group:

• Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law and Tax and Pensions legislation.

• Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include health and safety legislation and employment law.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,031,698 (2024: £106,640 profit).

Andrew Martin International Limited (“the company”) is a limited company domiciled and incorporated in England and Wales. The registered office is 190-196 Walton Street, London, SW3 2JL.

The group in the current year and previous year consisted of Andrew Martin International Limited and its subsidiary Sofa-Icon Limited.

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention modified to include the revaluation of freehold properties to their fair values. The principal accounting policies adopted are set out below.

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

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

The consolidated group financial statements consist of the financial statements of the parent company Andrew Martin International Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover comprises amounts receivable for goods and services, net of VAT. Turnover is recognised when the product has been delivered or the service provided, respectively.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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

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

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

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

Freehold land and buildings are carried at fair value determined annually by the directors with reference to periodic external valuations. No depreciation is provided. Changes in fair value are reported in other comprehensive income and accumulated in equity.

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

In the parent company financial statements, investments in subsidiaries, are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

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

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are valued on a FIFO basis and stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and those overheads that have been incurred in bringing the stocks to their present location and condition.

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

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments' of FRS 102 to all of its financial instruments.

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

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

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

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

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

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

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 deducting all of its liabilities.

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

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers, and are classified as current liabilities.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received.

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

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

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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

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

The costs of short-term employee benefits are recognised as a liability and an expense.

The group operates a defined contribution pension scheme. The amounts payable in the year were equal to the amounts paid.

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

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit and loss on a straight line basis over the term of the relevant lease.

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

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. These would be in respect of the estimated useful life of fixed assets, the valuation of the freehold property and provisions against debtors and stock.

An analysis of the group's turnover is as follows:

Exceptional items are those significant items which, by virtue of their size or incidence, are presented separately to enable a full understanding of the financial performance of the group and the company.

During the year ended 31 December 2025, the company incurred exceptional costs of £323,111 in relation to settlement agreements entered into with two senior employees (one of whom was a director of the company) as part of the termination of their respective employment contracts. Additionally, a provision of £416,500 was recognised at 31 December 2025 in relation to a possible product recall issue. Please also refer to note 33.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 4).

The actual charge for the period can be reconciled to the expected (credit)/charge for the period based on the profit or loss and the standard rate of tax as follows:

The company has £1,152,249 (2024: £476,279) of tax losses to carry forward to offset against future trading profits.

Freehold land and buildings were valued on a fair value basis on 7 September 2021 by Bruton Knowles LLP, an independent firm of Chartered Surveyors. The directors believe the current valuation of £890,150 to be a materially appropriate reflection of the fair value as at 31 December 2025.

Details of the company's subsidiaries at 31 December 2025 are as follows:

Registered office addresses (all UK unless otherwise indicated):

The following subsidiaries are exempt from the requirements of the UK Companies Act 2006 relating to the audit of individual accounts by virtue of section 479A of the Act.

Registered number    Company

05735303        Sofa-Icon Limited

Bank loans include a balance of £107,137 due to HSBC Bank Plc, which is secured by fixed and floating charges over the assets of the company, with interest charged at a rate of 3.5% above the Bank of England base rate.

Bank loans also include a balance of £75,000 due to HSBC Bank Plc under the Coronavirus Business Interruption Loan Scheme. The loan is secured by fixed and floating charges over the assets of the company, with interest charged at 3.99% above bank base rate after the first 12 months.

Bank loans also include a balance of £4,167 due to Lloyds Bank Plc under the Coronavirus Business Interruption Loan Scheme. The loan is secured by fixed and floating charges over the assets of the subsidiary Sofa-Icon Limited, with interest charged at 3.99% above bank base rate after the first 12 months.

A provision of £416,500 was recognised at 31 December 2025 for a voluntary product recall in relation to a range of outdoor seating products. The costs related to this issue are expected to be incurred within the next 12 months.

Deferred tax assets and liabilities are offset only where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances:

The deferred tax liability set out above relates to accelerated capital allowances on fixed assets within the subsidiary undertaking. These are expected to reverse in future periods when assets are either sold or become fully depreciated.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

At the balance sheet date, the group and company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

At 31 December 2025, the immediate parent undertaking is Andrew Martin Holdings Limited, a company incorporated in Hong Kong. The ultimate parent undertaking is Halo Cayman Limited, a company incorporated in the Cayman Islands. The directors consider the ultimate controlling party of the company to be Oliver Oulton. Halo (BVI) II Limited, an intermediate parent company incorporated in the British Virgin Islands, produces consolidated financial statements which include the group.

The details of the remuneration of key management personnel, all of whom are directors, are given in note 7 to the financial statements.

During the year the company engaged in normal trading transactions with Halo Creative & Design Limited, a fellow group undertaking. A balance of £83,669 (2024: £nil) was owed by the company to Halo Creative & Design Limited at the balance sheet date. Purchases of £645,193 (2024: £679,092) and sales of £1,090 (2024: £nil) were made from/to Halo Creative & Design Limited during the year.

During the year the company engaged in normal trading transactions with Timothy Oulton Korea Limited, a fellow group undertaking. A balance of £nil (2024: £25) was owed by the company to Timothy Oulton Korea Limited at the balance sheet date. Sales of £30,050 (2024: £42,535) were made to Timothy Oulton Korea Limited during the year.

During the year the company engaged in normal trading transactions with Timothy Oulton UK Limited, a fellow group undertaking. A balance of £6,408 (2024: £151,870) was owed by the company to Timothy Oulton UK Limited at the balance sheet date. Purchases of £81,860 (2024: £114,108), rental payments of £377,792 (2024: £400,948) and sales of £79,094 (2024: £120,434) were made from/to Timothy Oulton UK Limited during the year.

The company engaged in normal trading transactions with Sofa-Icon Limited during the year, an entity in which the company has a 73% shareholding. A balance of £123,343 (2024: £23,045) was owed to Sofa-Icon Limited by the company at the balance sheet date. Purchases of £1,483,882 (2024: £1,136,373) were made from Sofa-Icon Limited during the year.

At the balance sheet date the company was owed £1,208,744 (2024: £1,596,297) by Andrew Martin Holdings Limited, the immediate parent undertaking.

On 10 April 2026 the company conducted a voluntary product recall in relation to a range of outdoor seating products.